Registration of Transfer and Exchange of Certificates Sample Clauses: 5k Samples

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 9 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class ~~V or Class~~ R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-R

Appears in 6 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is ~~an institution that is~~ not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance o

Appears in 6 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C19), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A or as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such Certificateholder desiring to effect such Transfer and prospective Transferee may provide ~~a certificate~~ certificates substantially in the ~~form~~ forms attached hereto respectively as Exhibit C-2A and Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator~~Trustee, the Certificate Administrator, the ~~Trustee~~Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would ~~result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with~~resul

Appears in 5 contracts

Sources: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Trust Advisor~~Servicer, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the ~~Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R or Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and

Appears in 5 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Registration of Transfer and Exchange of Certificates. (a) ~~At all times during the term of this Agreement, there~~ The Trustee shall cause to be ~~maintained~~ kept at ~~the office~~ one of the ~~Certificate Registrar~~ offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.02 a Certificate Register for the Certificates and the Uncertificated Interest in which, subject to such reasonable regulations as ~~the Certificate Registrar~~ it may prescribe, the ~~Certificate Registrar~~ Trustee shall provide for the registration of Certificates and the Uncertificated Interest and of transfers and exchanges of Certificates and the Uncertificated Interest as herein provided. All Certificates shall be surrendered at the designated office of the Certificate Registrar. As of the Closing Date, the Certificate Registrar designates the offices located at DB Services Tennessee, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Transfer Unit, for such purposes. The ~~Certificate Administrator is hereby~~ Trustee will initially ~~appointed (and hereby agrees to act in accordance with the terms hereof)~~ serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the ~~Depositor~~Seller, the ~~Master Servicers,~~ Servicer and the ~~Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator~~ Trustee shall ~~immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is~~ at any time not be the Certificate Registrar), the ~~Master Servicers~~ Trustee shall have and ~~the Special Servicers shall each have~~ maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to the~~ The Certificate ~~Registrar, and such request states that such Holders desire to communicate with other Holders with~~ Register in respect ~~to their rights under this Agreement or under the Certificates and is accompanied by a copy~~ of the ~~communication which such Holders propose~~ Uncertificated Interest shall contain a statement that transfers of the Uncertificated Interest to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrara Disqualified Organization are prohibited as provided in this Agreement. (b) No ~~Transfer~~ transfer of any Non-~~Registered~~ Offered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities Act of 1933, as amended (the “1933 Act”), and ~~any~~ an effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with~~ a transaction that does not require such registration or qualification. In the ~~Securities Act and~~ event that such ~~other securities or blue sky laws. If offers and sales~~ a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a ~~Transfer of any Definitive~~ Non-~~Registered~~ Offered Certificate is to be made without registration ~~under the Securities Act~~ or qualification (other than in connection with the initial ~~issuance~~ transfer of ~~the Non-Registered Certificates or a Transfer of~~ any such Certificate by the ~~Depositor~~Depositor to the Seller or by the Seller to an affiliate of the Seller or to a trust, ~~any Underwriter or any~~ the depositor of ~~their respective Affiliates or~~which is an affiliate of the Seller), (1) in the case of a ~~Global Certificate for~~ transfer of any ~~Class of Book-Entry~~ Non-~~Registered Certificates~~Offered Certificate, ~~a Transfer thereof to a successor Depository or to~~ the ~~applicable Certificate Owner(s) in accordance with Section 5.03), then~~ Trustee and the Certificate Registrar shall ~~refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either~~each require receipt of: either (i) ~~a certificate~~ written certifications from the Certificateholder desiring to effect ~~such Transfer substantially in~~ the ~~form attached hereto as Exhibit C-1A~~ transfer and ~~a certificate~~ from such Certificateholder’s prospective ~~Transferee~~ transferee, substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form forms attached hereto as Exhibit ~~C-2B only);~~ F-1 or (ii) an Opinion of Counsel satisfactory to ~~the Certificate Administrator to the effect~~ it that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without such registration ~~under the Securities Act~~ or qualification (which Opinion of Counsel shall not be an expense of the ~~Trust Fund or of the~~ Depositor, the ~~Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator~~Seller, the Trustee, the ~~Custodian or~~ Servicer, the Certificate Registrar or the Trust Fund) and (2) in ~~their respective capacities as such)~~the case of a transfer of a Class C Certificate, ~~together with~~ the ~~written certification(s) as~~ proposed transferee of the Class C Certificate shall provide to the ~~facts surrounding such Transfer from~~ Trustee the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Bookappropriate tax certification form (i.e., IRS Form W-9 or IRS Form ▇-~~Entry Non~~▇▇▇▇, ▇-~~Registered Certificates is to be made without registration under the Securities Act~~ ▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable (~~other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter~~ or any ~~of their respective Affiliates~~successor form thereto)~~, then the Certificate Owner desiring~~ ) and shall agree to ~~effect~~ update such ~~Transfer shall be required to obtain either~~ forms (i) ~~a certificate from~~ upon expiration of any such ~~Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B~~form, or (ii) ~~an Opinion~~ as required under then applicable Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, as a condition to such transfer. Under this Agreement, upon receipt of ~~Counsel~~ any such tax certification form from a transferee of any Class C Certificate, the Trustee (including in its capacity as Supplemental Interest Trust Trustee) shall forward such tax certification form provided to it to the ~~effect that the prospective Transferee is~~ Swap Provider. Each holder of a ~~Qualified Institutional Buyer,~~ Class C Certificate and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee each transferee thereof shall be deemed to have ~~represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect~~ consented to the ~~subject Transfer, true~~ Trustee forwarding to the Swap Provider any such tax certification form it has provided and ~~correct~~updated in accordance with these transfer restrictions. ~~Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery~~ Any purported sales or transfers of any ~~certificate or Opinion~~ Class C Certificate to a transferee which do not comply with the requirements of ~~Counsel described in clauses~~ clause (~~i) and (ii~~2) of the ~~first~~ third preceding sentence of ~~the preceding paragraph)~~ this paragraph where non-compliance directly results in a reduction in amounts paid by the ~~Depositor,~~ Swap Provider under the Swap Agreement shall be deemed null and void under this Agreement. The Trustee shall have no duty to take action to correct any ~~Affiliate of the Depositor~~ misstatement or omission in any ~~Person designated in writing by the Depositor~~ tax certification provided to ~~any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery~~ it and forwarded to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsSwap Provider. None of the Depositor, the ~~Underwriters~~Seller, the Certificate ~~Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Registrar or the ~~Certificate Registrar~~ Trustee is obligated to register or qualify ~~any Class of~~ the Non-~~Registered~~ Offered Certificates under the ~~Securities~~ 1933 Act or any other securities ~~law~~ laws or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of ~~any Non-Registered Certificate or interest therein~~ such Certificates without registration or qualification. Any Certificateholder ~~or Certificate Owner~~ desiring to effect the transfer of a ~~Transfer of any~~ Non-~~Registered~~ Offered Certificate ~~or interest therein~~ shall, and does hereby agree to, indemnify the Trustee, the Seller, the Depositor, the ~~Underwriters, the~~ Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Servicer against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (ci) No ~~Transfer~~ transfer of a an ERISA-Restricted Certificate ~~or any interest therein~~ shall be made unless the Trustee has received in the form attached hereto as Exhibit F-2 or Exhibit G, as applicable, either (Ax) a certification letter from the transferee of such Certificate, acceptable to ~~any~~ and in form and substance satisfactory to the Trustee, to the effect that such transferee is not a Plan or a person using the assets of any such Plan, which representation letter shall not be an expense of the Trustee or the Trust Fund, (By) ~~to any Person who~~ if the purchaser is ~~directly or indirectly~~ an insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such ~~Certificate or interest therein on behalf of,~~ Certificates with funds contained in an “insurance company general account” (as ~~named fiduciary of, as trustee of, or with assets~~ such term is defined in Section V(e) of ~~a Plan, if~~ Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (z) in the case of any such Certificate presented for registration in the name of a Plan or a person acting on behalf of any such Plan, or using such Plan’s assets, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Seller, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the Trustee by the transferee’s acceptance of an ERISA-Restricted Certificate, or by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a Plan, or a person using a Plan’s assets is attempted without the delivery to the Trustee of the opinion of counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. If any Certificate or any interest therein is acquired or held in violation of the provisions of this Section 5.02(c)(i), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein ~~by the prospective Transferee would result~~ was effected in a violation of ~~Section 406 or 407 of ERISA or Section 4975~~ the provisions of the ~~Code~~preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a ~~similar violation under Similar Law,~~ result of that acquisition or ~~would result~~ holding. (ii) No transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Swap Agreement (or in the ~~imposition~~ case of ~~an excise tax~~ the Class AF-1A Certificates, the Swap Agreement and the Class AF-1A Cap Agreement) shall be made unless the Trustee has received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibit G, to the effect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 or the non-fiduciary service provider exemption under Section ~~4975 of the Code. Except in connection with~~408(b)(17)

Appears in 5 contracts

Sources: Pooling and Servicing Agreement (Jpmac 2007-Ch1), Pooling and Servicing Agreement (Jpmac 2007-Ch2), Pooling and Servicing Agreement (Jpmac 2007-Ch2)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A or as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such Certificateholder desiring to effect such Transfer and prospective Transferee may provide ~~a certificate~~ certificates substantially in the ~~form~~ forms attached hereto respectively as Exhibit C-2A and Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or ~~would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with~~w

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A or as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such Certificateholder desiring to effect such Transfer and prospective Transferee may provide ~~a certificate~~ certificates substantially in the ~~form~~ forms attached hereto respectively as Exhibit C-2A and Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator~~Trustee, the Certificate Administrator, the ~~Trustee~~Tax Administrator, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of ~~Book-~~Book- Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would ~~result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with~~resu

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is ~~an institution that is~~ not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), ~~the~~ each Master ~~Servicers~~ Servicer and ~~the~~ each Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B~~ F-2A or as Exhibit ~~C-2B~~ F-2B (except that, in the case of any proposed transfer of a Class R Certificate or a Class V Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit ~~C-2B~~ F-2A only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate or a Class V Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, ~~the~~ either Master ~~Servicers~~Servicer, ~~the~~ any Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the ~~Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the ~~Trust Advisor, the~~ Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the ~~Trust Advisor, the~~ Trustee, ~~the~~ each Master ~~Servicers~~Servicer, ~~the~~ each Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R or Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of PTCE 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that is an Investment Grade Certificate (other than, if applicable, a Class R or Class V Certificate) that is being acqui

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr14)

Registration of Transfer and Exchange of Certificates. (a) ~~At all times during the term of this Agreement, there~~ The Trustee shall cause to be ~~maintained~~ kept at ~~the office~~ one of the ~~Certificate Registrar~~ offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.02 a Certificate Register for the Certificates and the Uncertificated Interest in which, subject to such reasonable regulations as ~~the Certificate Registrar~~ it may prescribe, the ~~Certificate Registrar~~ Trustee shall provide for the registration of Certificates and the Uncertificated Interest and of transfers and exchanges of Certificates and the Uncertificated Interest as herein provided. All Certificates shall be surrendered at the designated office of the Certificate Registrar. As of the Closing Date, the Certificate Registrar designates the offices located at DB Services Tennessee, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Transfer Unit, for such purposes. The ~~Certificate Administrator is hereby~~ Trustee will initially ~~appointed (and hereby agrees to act in accordance with the terms hereof)~~ serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the ~~Depositor~~Seller, the ~~Master Servicers,~~ Servicer and the ~~Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator~~ Trustee shall ~~immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is~~ at any time not be the Certificate Registrar), the ~~Master Servicers~~ Trustee shall have and ~~the Special Servicers shall each have~~ maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to the~~ The Certificate ~~Registrar, and such request states that such Holders desire to communicate with other Holders with~~ Register in respect ~~to their rights under this Agreement or under the Certificates and is accompanied by a copy~~ of the ~~communication which such Holders propose~~ Uncertificated Interest shall contain a statement that transfers of the Uncertificated Interest to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrara Disqualified Organization are prohibited as provided in this Agreement. (b) No ~~Transfer~~ transfer of any Non-~~Registered~~ Offered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities Act of 1933, as amended (the “1933 Act”), and ~~any~~ an effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with~~ a transaction that does not require such registration or qualification. In the ~~Securities Act and~~ event that such ~~other securities or blue sky laws. If offers and sales~~ a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a ~~Transfer of any Definitive~~ Non-~~Registered~~ Offered Certificate is to be made without registration ~~under the Securities Act~~ or qualification (other than in connection with the initial ~~issuance~~ transfer of ~~the Non-Registered Certificates or a Transfer of~~ any such Certificate by the ~~Depositor~~Depositor to the Seller or by the Seller to an affiliate of the Seller or to a trust, ~~any Underwriter or any~~ the depositor of ~~their respective Affiliates or~~which is an affiliate of the Seller), (1) in the case of a ~~Global Certificate for~~ transfer of any ~~Class of Book-Entry~~ Non-~~Registered Certificates~~Offered Certificate, ~~a Transfer thereof to a successor Depository or to~~ the ~~applicable Certificate Owner(s) in accordance with Section 5.03), then~~ Trustee and the Certificate Registrar shall ~~refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either~~each require receipt of: either (i) ~~a certificate~~ written certifications from the Certificateholder desiring to effect ~~such Transfer substantially in~~ the ~~form attached hereto as Exhibit C-1A~~ transfer and ~~a certificate~~ from such Certificateholder’s prospective ~~Transferee~~ transferee, substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form forms attached hereto as Exhibit ~~C-2B only);~~ F-1 or (ii) an Opinion of Counsel satisfactory to ~~the Certificate Administrator to the effect~~ it that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without such registration ~~under the Securities Act~~ or qualification (which Opinion of Counsel shall not be an expense of the ~~Trust Fund or of the~~ Depositor, the ~~Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator~~Seller, the Trustee, the ~~Custodian or~~ Servicer, the Certificate Registrar or the Trust Fund) and (2) in ~~their respective capacities as such)~~the case of a transfer of a Class C Certificate, ~~together with~~ the ~~written certification(s) as~~ proposed transferee of the Class C Certificate shall provide to the ~~facts surrounding such Transfer from~~ Trustee the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Bookappropriate tax certification form (i.e., IRS Form W-9 or IRS Form ▇-~~Entry Non~~▇▇▇▇, ▇-~~Registered Certificates is to be made without registration under the Securities Act~~ ▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable (~~other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter~~ or any ~~of their respective Affiliates~~successor form thereto)~~, then the Certificate Owner desiring~~ ) and shall agree to ~~effect~~ update such ~~Transfer shall be required to obtain either~~ forms (i) ~~a certificate from~~ upon expiration of any such ~~Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B~~form, or (ii) ~~an Opinion~~ as required under then applicable Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, as a condition to such transfer. Under this Agreement, upon receipt of ~~Counsel~~ any such tax certification form from a transferee of any Class C Certificate, the Trustee (including in its capacity as Supplemental Interest Trust Trustee) shall forward such tax certification form provided to it to the ~~effect that the prospective Transferee is~~ Swap Provider. Each holder of a ~~Qualified Institutional Buyer,~~ Class C Certificate and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee each transferee thereof shall be deemed to have ~~represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect~~ consented to the ~~subject Transfer, true~~ Trustee forwarding to the Swap Provider any such tax certification form it has provided and ~~correct~~updated in accordance with these transfer restrictions. ~~Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery~~ Any purported sales or transfers of any ~~certificate or Opinion~~ Class C Certificate to a transferee which do not comply with the requirements of ~~Counsel described in clauses~~ clause (~~i) and (ii~~2) of the ~~first~~ third preceding sentence of ~~the preceding paragraph)~~ this paragraph where non-compliance directly results in a reduction in amounts paid by the ~~Depositor,~~ Swap Provider under the Swap Agreement shall be deemed null and void under this Agreement. The Trustee shall have no duty to take action to correct any ~~Affiliate of the Depositor~~ misstatement or omission in any ~~Person designated in writing by the Depositor~~ tax certification provided to ~~any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery~~ it and forwarded to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsSwap Provider. None of the Depositor, the ~~Underwriters~~Seller, the Certificate ~~Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Registrar or the ~~Certificate Registrar~~ Trustee is obligated to register or qualify ~~any Class of~~ the Non-~~Registered~~ Offered Certificates under the ~~Securities~~ 1933 Act or any other securities ~~law~~ laws or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of ~~any Non-Registered Certificate or interest therein~~ such Certificates without registration or qualification. Any Certificateholder ~~or Certificate Owner~~ desiring to effect the transfer of a ~~Transfer of any~~ Non-~~Registered~~ Offered Certificate ~~or interest therein~~ shall, and does hereby agree to, indemnify the Trustee, the Seller, the Depositor, the ~~Underwriters, the~~ Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Servicer against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (ci) No ~~Transfer~~ transfer of a an ERISA-Restricted Certificate ~~or any interest therein~~ shall be made unless the Trustee has received in the form attached hereto as Exhibit F-2 or Exhibit G, as applicable, either (Ax) a certification letter from the transferee of such Certificate, acceptable to ~~any~~ and in form and substance satisfactory to the Trustee, to the effect that such transferee is not a Plan or a person using the assets of any such Plan, which representation letter shall not be an expense of the Trustee or the Trust Fund, (By) ~~to any Person who~~ if the purchaser is ~~directly or indirectly~~ an insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such ~~Certificate or interest therein on behalf of,~~ Certificates with funds contained in an “insurance company general account” (as ~~named fiduciary of, as trustee of, or with assets~~ such term is defined in Section V(e) of ~~a Plan, if~~ Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (z) in the case of any such Certificate presented for registration in the name of a Plan or a person acting on behalf of any such Plan, or using such Plan’s assets, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Seller, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the Trustee by the transferee’s acceptance of an ERISA-Restricted Certificate, or by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a Plan, or a person using a Plan’s assets is attempted without the delivery to the Trustee of the opinion of counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. If any Certificate or any interest therein is acquired or held in violation of the provisions of this Section 5.02(c)(i), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein ~~by the prospective Transferee would result~~ was effected in a violation of ~~Section 406 or 407 of ERISA or Section 4975~~ the provisions of the ~~Code~~preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a ~~similar violation under Similar Law~~result of that acquisition or holding. (ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Swap Agreement shall be made unless the Trustee has received a representation letter from the transferee of such Certificate, ~~or would result~~ substantially in the ~~imposition~~ form set forth in Exhibit G, to the effect that either (i) such transferee is neither a Plan nor a Person acting on behalf of ~~an excise tax~~ any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted Swap Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 or the non-fiduciary service provider exemption under Section ~~4975 of the Code. Except in connection with~~408(b)(17)

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2007-Ch4), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2007-Ch3), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2007-Ch4)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ [________] is hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor, the Master Servicers~~Paying Agent, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. ~~If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar.~~ The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at [________],[________], ~~within thirty~~ Attention: [________] (30the "Registrar Office") ~~days after~~ together with an assignment and transfer (executed by the ~~receipt~~ Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to [________]) is to be made ~~without registration under the Securities Act (other than~~ in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, reliance upon ~~receipt, may conclusively rely upon) either: (i) a certificate~~ an exemption from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act~~. Except as provided in the following two paragraphs~~, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable ~~procedures of the Depository~~state securities laws, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withthen either:

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0▇▇▇) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If ~~three or~~ Certificateholders representing more ~~Holders make written request~~ than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication ~~which~~ that such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ five Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or the initial transfer thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry~~ Non-Registered ~~Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer~~ Certificate of any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect~~ such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer Class may be made ~~without registration under~~ to a trust if the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsSection 5. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mort. Pass Thr. Certs SER 2004-3), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc. Series 2006-1), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-6)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate ~~Registrar~~ Registrar") a register (the "Certificate ~~Register~~ Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is ~~hereby~~ initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor~~, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The ~~Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Depositor and the ~~Special Servicers~~ Trustee shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to~~ Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar, ~~and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under~~ nor the ~~Certificates and is accompanied~~ Trustee shall be held accountable by ~~a copy~~ reason of the ~~communication~~ disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrarinformation was derived. (b) ~~No Transfer~~ Subject to the preceding subsections, upon surrender for registration of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales transfer of any Certificate ~~are made in any jurisdiction outside~~ at the offices of the ~~United States, its territories and possessions~~Certificate Registrar maintained for such purpose, the ~~Person making such offers~~ Trustee shall execute and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall ~~refuse to register such Transfer unless it receives (and~~authenticate and deliver, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of ~~Cede & Co. as nominee of~~ the ~~Depository. Notwithstanding the preceding paragraph~~designated transferee or transferees, ~~after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered~~ one or more new Certificates ~~may be transferred by a Certificate Owner to any Person who takes delivery in the form~~ of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawslike aggregate Percentage Interest. (c) ~~No Transfer~~ At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates which the Certifi cateholder making the exchange is entitled to receive. (d) Every Certificate presented or ~~any interest therein~~ surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. (e) No service charge shall be made ~~(A) to~~ for any ~~Plan~~ transfer or ~~(B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of~~exchange of Certificates, ~~as named fiduciary of, as trustee of, or with assets~~ but the Trustee may require payment of a ~~Plan, if the purchase~~ sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (f) All Certificates surrendered for transfer and ~~holding of such Certificate or interest therein~~ exchange shall be destroyed by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withCertificate Registrar without liability on its part.

Appears in 3 contracts

Sources: Pooling Agreement (Bear Stearns Mortgage Securities Inc), Pooling Agreement (Bear Stearns Mortgage Securities Inc), Pooling Agreement (Bear Stearns Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class ~~V or Class~~ R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to ~~obtain~~ deliver to the Certificate Administrator (i) except in connection with the initial issuance of the Non-Registered Certificates, a written certification of such Certificate Owner substantially in the form set forth in Exhibit C-3A hereto and (ii) a written certification from such Certificate Owner’s prospective Transferee ~~a written certification~~ substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withresu

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate ~~Registrar~~ Registrar") a register (the "Certificate ~~Register~~ Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is ~~hereby~~ initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor~~, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The ~~Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Depositor and the ~~Special Servicers~~ Trustee shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to~~ Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar, ~~and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under~~ nor the ~~Certificates and is accompanied~~ Trustee shall be held accountable by ~~a copy~~ reason of the ~~communication~~ disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrarinformation was derived. (b) ~~No Transfer~~ Subject to the preceding subsections, upon surrender for registration of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales transfer of any Certificate ~~are made in any jurisdiction outside~~ at the offices of the ~~United States, its territories and possessions~~Certificate Registrar maintained for such purpose, the ~~Person making such offers~~ Trustee shall execute and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall ~~refuse to register such Transfer unless it receives (and~~authenticate and deliver, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of ~~Cede & Co. as nominee of~~ the ~~Depository. Notwithstanding the preceding paragraph~~designated transferee or transferees, ~~after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered~~ one or more new Certificates ~~may be transferred by a Certificate Owner to any Person who takes delivery in the form~~ of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawslike aggregate Percentage Interest. (c) ~~No Transfer~~ At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (d) Every Certificate presented or ~~any interest therein~~ surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. (e) No service charge shall be made ~~(A) to~~ for any ~~Plan~~ transfer or ~~(B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of~~exchange of Certificates, ~~as named fiduciary of, as trustee of, or with assets~~ but the Trustee may require payment of a ~~Plan, if the purchase~~ sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (f) All Certificates surrendered for transfer and ~~holding of such Certificate or interest therein~~ exchange shall be destroyed by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withCertificate Registrar without liability on its part.

Appears in 3 contracts

Sources: Pooling Agreement (Structured Asset Mortgage Investments Ii Trust 2005-F1), Pooling Agreement (Structured Asset Mortgage Investments II Trust 2005-F3), Pooling Agreement (Structured Asset Mortgage Investments II Trust 2005-F2)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate ~~Registrar~~ Registrar") a register (the "Certificate ~~Register~~ Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is ~~hereby~~ initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor and the Trustee~~, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The ~~Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Depositor and the ~~Special Servicers~~ Trustee shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to~~ Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar, ~~and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under~~ nor the ~~Certificates and is accompanied~~ Trustee shall be held accountable by ~~a copy~~ reason of the ~~communication~~ disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrarinformation was derived. (b) ~~No Transfer~~ Each Person who has or who acquires any Percentage Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Percentage Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Trustee and Depositor or their designees as its attorney-in-fact under clause (b)(iv) below to deliver payments to a Person other than such Person and to negotiate the terms of any ~~Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements~~ mandatory sale under clause (b)(v) below and to execute all instruments of ~~the Securities Act~~ transfer and ~~any applicable securities or blue sky laws of any state or~~ to do all other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than things necessary in connection with any such sale, and the ~~initial issuance~~ rights of ~~the Non-Registered Certificates or~~ each Person acquiring any Percentage Interest in a ~~Transfer of such~~ Class R Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or are expressly subject to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: following provisions: (i) Each Person holding or acquiring any Percentage Interest in a ~~certificate~~ Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee in writing of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire a Percentage Interest in a Class R Certificate unless such Percentage Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Percentage Interest in a Class R Certificate, the Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit and agreement in the form of Exhibit G hereto (the "Residual Transfer Affidavit") from the ~~Certificateholder desiring~~ proposed transferee, representing and warranting, amongst other things, that such transferee is a Permitted Transferee, that it is not acquiring its Percentage Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that it will endeavor to ~~effect such Transfer substantially~~ remain a Permitted Transferee, and that it has reviewed the provisions of this Section 4.02(b) and any other transfer restrictions applicable to the Class R Certificates and agrees to be bound by them; and (B) a certificate, in the form attached hereto as Exhibit ~~C-1A~~ F, from the Holder wishing to transfer the Class R Certificate, representing and warranting, among other things, that no purpose of the proposed transfer is to impede the assessment or collection of tax; and (C) all of such other documents as shall have been reasonably required by the Trustee as a ~~certificate from~~ condition to such ~~Certificateholder’s prospective Transferee substantially~~ registration. (iv) Any attempted or purported transfer of any Percentage Interest in a Class R Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the ~~form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of~~ purported transferee. If any ~~proposed transfer~~ Disqualified Organization shall become a Holder of a Class R Certificate, then the last preceding prior Holder of such ~~prospective~~ Class R Certificate that is a Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. If a non-United States Person shall become a Holder of a Class R Certificate, then the last preceding Holder of such Class R Certificate that is a United States Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. If a transfer of a Class R Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding prior Holder of such Class R Certificate that is a Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Class R Certificate that is in fact not permitted by this Section or for making any distributions due on such Class R Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the related applicable documents specified in clause 4.02(a) and clause 4.02(b)(iii). The Trustee shall be entitled, but shall not be obligated, to recover, from any Holder of a Class R Certificate that was in fact not a Permitted Transferee at the time such distributions were made, all distributions made to such Holder on such Class R Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Class R Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Percentage Interest in a Class R Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Class R Certificate or any other Person, to notify the Depositor to arrange for the sale of such Class R Certificate. Such purported transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Trustee. Such purchaser may, but is not required to be, an affiliate of the Depositor. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due to the Depositor and/or the Trustee or otherwise, if any, will be remitted by the Trustee to the previous Holder of such Class R Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Class R Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Percentage Interest in a Class R Certificate in violation of the restrictions in this Section, then the Trustee will provide to the Internal Revenue Service, and to certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), all information necessary to compute any tax imposed (A) as a result of the transfer of a Percentage Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates, and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. The Trustee will be entitled to additional reasonable compensation from such Person for the cost of providing such information, but the Trustee shall in all events be required to furnish such information. (vii) Notwithstanding the delivery of a Residual Transfer Affidavit by a proposed transferee under clause (iii)(A) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer of a Percentage Interest in a Class R Certificate to such proposed transferee shall be effected. (viii) Each Person holding or acquiring any Percentage Interest in a Class R Certificate shall agree (x) to require a Residual Transfer Affidavit from any other Person to whom such Person attempts to transfer its Percentage Interest in a Class R Certificate and (y) not to transfer its Percentage Interest unless it provides a certificate ~~substantially~~ to the Trustee in the form attached hereto as Exhibit ~~C-2B only);~~ F. (ix) Each Person holding or ~~(ii~~acquiring a Percentage Interest in a Class R Certificate, by purchasing a Percentage Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring a Percentage Interest in a Class R Certificate, if it is, or is holding a Percentage Interest in a Class R Certificate on behalf of, a "pass-through interest holder." The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, an Opinion of Counsel ~~satisfactory~~ addressed to the ~~Certificate Administrator~~ Trustee and to the effect that such ~~prospective Transferee is an Institutional Accredited Investor~~ transfers will not cause REMIC I or ~~a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be~~ REMIC II to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as fail to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held qualify as a ~~Definitive Certificate may be transferred by~~ REMIC or have any ~~Certificateholder holding~~ adverse impact on such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsREMIC. (c) ~~No Transfer~~ Subject to the preceding subsections, upon surrender for registration of transfer of any Certificate at the offices of the Certificate Registrar maintained for such purpose, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate Percentage Interest. (d) At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (e) Every Certificate presented or ~~any interest therein~~ surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing. (f) No service charge shall be made for any transfer or exchange of Certificates (A) except as provided in Section 4.05 with respect to the exchange of any ~~Plan~~ Exchangeable Certificates or ~~(B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of~~Exchanged Certificates), ~~as named fiduciary of, as trustee of, or with assets~~ but the Trustee may require payment of a ~~Plan, if the purchase~~ sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (g) All Certificates surrendered for transfer and ~~holding of such Certificate or interest therein~~ exchange shall be destroyed by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withCertificate Registrar without liability on its part.

Appears in 2 contracts

Sources: Pooling Agreement (Bear Stearns Structured Products Inc. Trust 2007-R8), Pooling Agreement (Bear Stearns Structured Products Inc. Trust 2007-R8)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 is hereby ~~initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of~~ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor, the Master Servicers~~Fiscal Agent, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. ~~If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar.~~ The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at LaSalle Bank National Association, ~~within thirty~~ 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attn: As▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇--▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Securities Corp., Commercial Mort▇▇▇▇ ▇▇▇▇-▇h▇▇▇▇▇ Certificates, Series 2004-CIBC9 (30the "Registrar Office") ~~days after~~ together with an assignment and transfer (executed by the ~~receipt~~ Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to ARCap CMBS Fund II REIT, Inc.) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the ~~Securities Act~~ applicable state securities laws, then either: (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of i) Rule 144A Book-Entry ~~Non-Registered Certificates, a Transfer thereof~~ Certificate to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Regulation S Book-Entry ~~Non-Registered Certificates is to be made without registration under~~ Certificate During the ~~Securities Act (other than~~ Restricted Period. If, during the Restricted Period, a Certificate Owner of an interest in ~~connection with the initial issuance of the~~ a Rule 144A Book-Entry ~~Non-Registered Certificates or a Transfer of~~ Certificate wishes at any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring~~ time to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an transfer its beneficial interest in such Rule 144A ~~Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of~~ Book-Entry ~~Non-Registered Certificates does not, in connection with the subject Transfer, deliver~~ Certificate to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who ~~takes~~ wishes to take delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery thereof in the form of a beneficial interest in a ~~Rule 144A Global~~ Regulation S Book-Entry Certificate, such Certificate ~~upon delivery~~ Owner may, in addition to ~~the Certificate Registrar~~ complying with all applicable rules and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository and Clearstream or Euroclear applicable to ~~direct~~ transfers by their respective participants (the ~~Certificate Administrator to credit~~ "Applicable Procedures"), transfer or cause the ~~account~~ transfer of ~~a Depository Participant by the denomination of the transferred interests in~~ such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest for an equivalent beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-~~Registered~~ Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, --------- the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who ~~takes~~ wishes to take delivery ~~other than~~ thereof in the form of a beneficial interest in ~~such~~ a Regulation S ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). ~~On and prior~~ Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to ~~the Release Date, each Certificate Owner desiring~~ credit or cause to ~~effect any Transfer of an~~ be credited to another specified Depository Participant's account a beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-~~Registered Certificates~~ Entry Certificate to ~~another Person who takes delivery~~ be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry ~~Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global~~ Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for to a ~~Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any~~ Person who ~~takes~~ wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate ~~for such Class~~ only upon compliance with the provisions of ~~Certificates upon delivery to~~ this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar ~~and the Certificate Administrator~~ at its Registrar Office of (x1) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written ~~orders and~~ instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and given in accordance with the ~~applicable procedures of~~ Applicable Procedures from a Depository Participant directing the ~~Depository, shall reduce~~ Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the ~~denomination of the Regulation S Global Certificate in respect of such Class of~~ Rule 144A Book-Entry ~~Non-Registered Certificates, and increase~~ Certificate in an amount equal to the ~~denomination of the Rule 144A Global Certificate for such Class, by the denomination~~ Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such ~~Class~~ account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such ~~orders and instructions. None~~ instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the ~~Depositor, the Underwriters, the~~ Regulation S Book-Entry Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if was reduced upon such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawstransfer. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2), Pooling and Servicing Agreement (J.P.Morgan Chase Commercial Mortgage Securities Series 2004-Cibc9)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate 253 Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers,~~ Servicer and the Special ~~Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided, ~~provided~~ that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer, shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless ~~that Transfer~~ such transfer is ~~exempt from~~ made pursuant to an effective registration statement under the Securities Act, and effective registration ~~and/or~~ or qualification ~~requirements of~~ under applicable state securities laws, or is made to a Qualified Institutional Buyer in accordance with Rule 144A promulgated under the Securities Act ~~and any applicable securities~~ in a transaction that does not require such registration or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky lawsqualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities ~~Act (~~Act, other than ~~in connection with the initial issuance of the Non-Registered Certificates or~~ a ~~Transfer of such Certificate~~ transfer by the ~~Depositor, any Underwriter~~ Depositor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03)an Affiliate thereof, then the ~~Certificate Registrar~~ Trustee shall ~~refuse~~ require, in order to ~~register~~ assure compliance with such ~~Transfer unless~~ laws, receipt by it ~~receives (and, upon receipt, may conclusively rely upon) either: (i)~~ and the Depositor of a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ B-1 hereto and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached ~~hereto either~~ as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correctB-2 hereto. Notwithstanding the ~~preceding paragraph~~foregoing, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form transfers of a beneficial interest in ~~the Regulation S Global Certificate for such~~ any Class (or portion thereof) of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates ~~to be transferred. Upon delivery to~~ (other than the ~~Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and~~ Residual Certificates) in accordance with the ~~applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates~~ rules and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository applicable to ~~direct the Certificate Administrator~~ transfers by its respective participants will be permitted if such transfer is made to ~~debit the account of~~ a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and Qualified Institutional Buyer in accordance with ~~the applicable procedures of the Depository, shall reduce the denomination of the subject~~ Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required promulgated under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsAct. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Trustee and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (ci) No ~~Transfer~~ transfer of a Senior Certificate or a Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G or Class H Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless (1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and at the time of such 254 transfer, such Certificates continue to be rated in one of the top four rating categories by at least one Rating Agency or (2) such Plan is an "insurance company general account" (a "General Account") (as such term is defined in United States Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of acquisition of such Certificate. Each purchaser or transferee that is a Plan or is investing on behalf of or with "plan assets" of a Plan will be deemed to have represented that the foregoing conditions have been satisfied. (ii) No transfer of a Residual Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with ~~assets~~ "plan assets" of a Plan. No transfer of a Class J, ~~if the purchase and holding of~~ Class K, Class L, Class M, Class N, Class O, Class P, Class Q or Class W Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein by on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan unless the prospective ~~Transferee would~~ transferee of any such Certificate or any interest therein provides a certification of facts to the Depositor, the Master Servicer and the Trustee substantially to the effect that (or, if such Certificate is not in certificated form, will be deemed to represent that) the purchase of such Certificate by or on behalf of, or with "plan assets" of, such Plan is permissible under applicable law, will not constitute or result in ~~a violation of Section 406 or 407 of~~ any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (2) the source of funds used to purchase such Certificate is a ~~similar violation under Similar Law~~General Account and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. Any purchaser of a Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q or Class W Certificate or any interest therein will be deemed to have represented by such purchase that either (a) such purchaser is not a Plan and is not purchasing such Certificates by or on behalf of, or ~~would~~ with "plan assets" of, any Plan or (b) the purchase of any such Certificate by or on behalf of, or with "plan assets" of, such Plan is permissible under applicable law, will not result in ~~the imposition of an excise tax~~ any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (i) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (ii) the source of funds used to purchase such Certificate is a General Account and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. ~~Except~~ The Trustee may require that any prospective transferee of a Certificate that is held as a Definitive Certificate provide such certifications as the Trustee may deem desirable or necessary in ~~connection with~~order to establish that such transferee or the Person in whose name such registration is requested is not a Plan or a Person who is directly or indirectly purchasing such Certificate on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan or that the conditions of an acceptable alternative have been satisfied. The Trustee shall not have any responsibility to monitor or restrict the transfer of Ownership Interests in any Certificates that are in the form of a Book-Entry Certificate.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust), Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust)

Registration of Transfer and Exchange of Certificates. (a) ~~At all times during the term of~~ Computershare Trust Company, N.A., as Indenture Trustee, agrees to act as initial Certificate Registrar under this Agreement. (b) The Certificate Registrar shall keep or cause to be kept, ~~there shall be maintained~~ at the office ~~of the Certificate Registrar~~ or agency maintained pursuant to this Section 3.4(a), a Certificate Register in which, subject to such reasonable regulations as ~~the Certificate Registrar~~ it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of ~~transfers~~ Transfers and exchanges of Certificates as herein provided. ~~The~~ No Transfer of a Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall ~~not~~ be ~~relieved of any of its duties or responsibilities hereunder by reason~~ recognized except upon registration of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth Transfer in the Certificate Register. ~~If three~~ Promptly upon the Board’s, or ~~more Holders make written~~ the Owner Trustee’s request therefor, (a) the Certificate Registrar shall provide to the Board and the Owner Trustee a true and complete copy of the Certificate Register, and (b) the Certificate Registrar shall provide to the Board and the Owner Trustee such information regarding the Certificates and the Certificateholders as is reasonably available to the Certificate Registrar~~, and such request states that such Holders desire to communicate~~ . (c) The Certificate Registrar shall provide the Trust Collateral Agent with ~~other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by~~ a ~~copy~~ list of the ~~communication which~~ names and addresses of the Certificateholders on the Closing Date, to the extent such ~~Holders propose~~ information has been provided to ~~transmit, then~~ the Certificate Registrar ~~shall~~and in the form provided to the Certificate Registrar on such date. Upon any Transfers of Certificates, ~~within thirty (30) days after~~ the ~~receipt~~ Certificate Registrar shall notify the Trust Collateral Agent of the name and address of the transferee in writing, by facsimile, on the day of such ~~request, afford~~ Transfer. (~~or cause~~ d) Upon surrender for registration of Transfer of any ~~other~~ Certificate at the office of the Certificate Registrar maintained in the city of Minneapolis, Minnesota, the Owner Trustee on behalf of the Issuer shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Certificate Registrar as authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to ~~afford~~be exchanged at the office of the Certificate Registrar maintained in the city of Minneapolis, Minnesota. (e) ~~the requesting Holders access during normal business hours~~ Every Certificate presented or surrendered for registration of Transfer or exchange shall be accompanied by: (i) a written instrument of Transfer in form satisfactory to the ~~most recent list~~ Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of ~~Certificateholders held~~ the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP; and (ii) an Opinion of Counsel that the Transfer or exchange of such Certificate would not cause the Trust to be treated as an association or a publicly traded partnership taxable as a corporation. Each Certificate surrendered for registration of Transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. (f) Any Person acquiring any interest in a Certificate will furnish to the Person from whom it is acquiring such interest, the Trust, Certificate Registrar and the Owner Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Certificate Registrar. (bg) Any Person transferring any interest in a Certificate will furnish to the Person to whom it is transferring such interest, the Trust and the Certificate Registrar, an affidavit described in Section 1446(f)(2) of the Code, in a form reasonably acceptable to the transferee and the Trust, stating, under penalty of perjury, such Person’s United States taxpayer identification number and that such Person is not a foreign person. (h) No ~~Transfer of any Non-Registered Certificate or interest therein~~ service charge shall be made ~~unless~~ for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer ~~is exempt from the registration and/or qualification requirements~~ or exchange of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration Certificates. (i) The Certificates have not been registered under the Securities Act ~~(other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter~~ or any ~~of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or~~ state securities law. Subject to the ~~applicable Certificate Owner(s) in accordance with~~ provisions of Section ~~5.03)~~3.1 hereof, ~~then~~ the Certificate Registrar shall ~~refuse to~~ not register the Transfer of any Certificate or unless such resale or Transfer ~~unless it receives (and, upon receipt, may conclusively rely upon) either~~is: (i) ~~a certificate from~~ pursuant to an effective registration statement under the ~~Certificateholder desiring~~ Securities Act; (ii) to ~~effect such Transfer substantially in~~ the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)Seller; or (iiiii) unless it shall have received a representation letter or such other representations and an Opinion of Counsel satisfactory to the ~~Certificate~~ Board or the Administrator to the effect that such ~~prospective Transferee~~ resale or Transfer is ~~an Institutional Accredited Investor or~~ made (A) in a ~~Qualified Institutional Buyer (except that, in~~ transaction exempt from the ~~case~~ registration requirements of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2Band applicable state securities laws, or (iiB) ~~an Opinion~~ to a person who the transferor of ~~Counsel to~~ the ~~effect that the prospective Transferee~~ Certificate reasonably believes is a ~~Qualified Institutional Buyer, and that such Transfer may be made without registration~~ “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery ) that is aware that such resale or other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is being made in reliance upon Rule 144A. Until the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator earlier of (i) such ~~certifications and/or opinions~~ time as ~~are contemplated by~~ the ~~second paragraph of this Section 5.02(b)~~ Certificates shall be registered pursuant to a registration statement filed under the Securities Act and (ii) ~~such written orders and instructions as are required under~~ the ~~applicable procedures~~ date three years from the later of the ~~Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination~~ date of the ~~transferred interests in such Rule 144A Global Certificate. Upon~~ original authentication and delivery of the Certificates and the date any Certificate was acquired from the Seller or any affiliate of the Seller, the Certificates shall bear a legend substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionstwo sentences. None of the ~~Depositor~~Seller, the ~~Underwriters~~Servicer, the ~~Certificate Administrator~~Trust, the ~~Trustee~~Board, the ~~Master Servicers, the Special Servicers, the Trust Advisor, the Tax~~ Administrator or the ~~Certificate Registrar~~ Owner Trustee is obligated to register ~~or qualify any Class of Non-Registered~~ the Certificates under the Securities Act or ~~any other securities law or~~ to take any other action not otherwise required under this Agreement to permit the Transfer of ~~any Non~~Certificates without registration. (j) The provisions of this Section 3.4 and of this Agreement generally are intended to prevent the Trust from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-~~Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a~~ 1(e) and (h), and the Certificateholders shall take such intent into account in requesting the Transfer of any ~~Non-Registered~~ Certificate. (k) No Certificate may be sold, participated, transferred, assigned, exchanged or ~~interest therein shall, and does hereby agree to, indemnify~~ otherwise pledged or conveyed in whole or in part unless the ~~Depositor, the Underwriters,~~ Person that acquires the Certificate ~~Administrator~~represents that: (1) it is, for U.S. federal income tax purposes, either (a) a citizen or resident of the United States, (b) a corporation or partnership organized in or under the laws of the United States or any state thereof or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income, (c) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (d) either (x) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (y) a trust for which a valid election has been made to be treated as a United States person; (2) it has not acquired and it will not transfer any interest in the Certificate, or cause an interest in the Certificate to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including, without limitation, an over the counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations; (3) (a) it is not and will not become (and, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Certificate, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”); or (b) if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Certificate, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust ~~Advisor,~~ held by it; (4) it understands that a subsequent Transfer of the ~~Trustee,~~ Certificate will be null and void ab initio if such Transfer would cause the ~~Master Servicers,~~ number of Targeted Holders to exceed ninety-five; and (5) it understands that the ~~Special Servicers,~~ Opinion of Counsel that the ~~Tax Administrator and~~ Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in this Section 3.4(k). (l) Unless (1) the Certificate Registrar ~~against any liability~~ has received an Opinion of Counsel from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or another nationally recognized tax counsel selected by a Certificateholder that ~~may result if such Transfer is not exempt from~~ the ~~registration and/or qualification requirements of~~ restriction on the ~~Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer~~ proposed acquisition of a Certificate (or any interest ~~therein shall~~ therein) described by this subsection is no longer necessary to conclude that any such acquisition (and subsequent resale of the applicable Notes described below) will not cause the Treasury Regulations under Section 385 of the Code to apply to such Notes in a manner that could cause a material adverse effect on the Trust or the Trust to be ~~made~~ treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (2) the Treasury Regulations under Section 385 of the Code are repealed and not replaced with proposed, temporary or final Treasury Regulations that (as evidenced by an Opinion of Counsel from a nationally recognized tax counsel) could affect the classification of the Notes as debt for U.S. federal income tax purposes, (i) a Section 385 Certificateholder cannot acquire a Certificate (or any interest therein) if (A) to a member of any ~~Plan~~ “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes such Section 385 Certificateholder owns any Notes or (B) to a Section 385 Controlled Partnership of such expanded group owns any ~~Person who is directly~~ Notes and (ii) a Section 385 Certificateholder cannot hold a Certificate (or ~~indirectly purchasing~~ any interest therein) if (A) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes such ~~Certificate~~ Section 385 Certificateholder acquires any Notes from the Trust, any Affiliate of the Trust or ~~interest therein on behalf of, as named fiduciary of, as trustee of, or with assets~~ any other subsequent transferor of a ~~Plan~~Note or (B) a Section 385 Controlled Partnership of such expanded group acquires any Notes from the Trust, any Affiliate of the Trust or any other subsequent transferor of a Note. The preceding sentence shall not apply if the ~~purchase and holding~~ Noteholder or potential Noteholder is a U.S. corporate member of ~~such Certificate or interest therein by~~ the ~~prospective Transferee would result~~ same U.S. corporate “affiliated group” (as defined in ~~a violation of~~ Section ~~406 or 407 of ERISA or Section 4975~~ 1504 of the Code~~, or~~ ) filing a ~~similar violation under Similar Law, or would result~~ consolidated federal income tax return that includes each of any applicable related Section 385 Certificateholders (including in the ~~imposition~~ case of a partnership, the relevant “expanded group partner” (as defined in Treasury Regulation Section 1.385-3(g)(12))). If a Certificateholder (or holder of an ~~excise~~ interest in a Certificate) fails to comply with the foregoing requirements, the Trust and the Board of Trustees are authorized, at their discretion, to compel such Certificateholder (or holder of an interest in a Certificate) to sell its Certificate (or interest therein) to a Person whose ownership complies with this subsection so long as such sale does not otherwise cause a material adverse effect on the Trust or cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax ~~under Section 4975 of the Code. Except in connection with~~purposes.

Appears in 2 contracts

Sources: Trust Agreement (Credit Acceptance Corp), Trust Agreement (Credit Acceptance Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. ~~The~~ For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more ~~Holders make written request~~ Certificateholders (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ five Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with~~ a transaction which does not require such registration or qualification. In the ~~Securities Act and such other securities or blue sky laws. If offers and sales~~ event a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate (other than in connection with the initial issuance of the Certificates or a transfer of such Non-Registered Certificate by the Depositor or any Affiliate of the Depositor and other than a Non-Registered Certificate which constitutes a Book-Entry Certificate) is to be made without registration under the Securities Act, the Certificate Registrar shall refuse to register such transfer unless it receives the following: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto; or (ii) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-2 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached either as Exhibit B-3 or Exhibit B-4 hereto; or (iii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. If a transfer of any interest in any Non-Registered Certificate that constitutes a Book-Entry Certificate (such as a Class F Certificate) is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of any interest in such Non-Registered ~~Certificates or a Transfer of such~~ Certificate by the ~~Depositor, any Underwriter~~ Depositor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03its Affiliates), then the Certificate ~~Registrar~~ Owner desiring to effect such transfer shall ~~refuse~~ be required to ~~register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either:~~ obtain either (i) a certificate from ~~the Certificateholder desiring to effect~~ such ~~Transfer~~ Certificate Owner's prospective transferee substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached~~ B-5 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~B-6 hereto; or (ii) an Opinion of Counsel ~~satisfactory to the Certificate Administrator~~ to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust ~~Fund~~ or of the Depositor, the Mortgage Loan Seller, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator, the Certificate Administrator~~Servicer, the Trustee, the ~~Custodian~~ REMIC Administrator or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any ~~Certificateholder~~ Holder or Certificate Owner ~~desiring to effect~~ of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the~~ Trustee, the ~~Master Servicers, the Special Servicers, the Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a any Non-Registered Certificate or any interest therein shall be made under any circumstances (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in ▇▇▇▇▇ such plans, accounts or arrangements are invested, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of or as trustee of a Plan, or with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101, unless: (x) in the case of any Non-Registered Certificate or interest therein that is being acquired with "plan assets", the prospective Transferee provides the Certificate Registrar (or, in the case of a Non-Registered Certificate that constitutes a Book-Entry Certificate, the Certificate Owner that desires to effect the transfer) with a certification to the effect that the purchase, continued holding and transfer of such Certificate or interest therein is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption ("PTCE") 95-60 or under Section 401(c) of ERISA; or (y) in the case of any Non-Registered Certificate that is held as a Definitive Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel, obtained at the expense of such prospective Transferee, which establish to the satisfaction of the Certificate Registrar that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, will not result in the imposition of an excise tax under Section 4975 of the Code and will not subject the Trustee, Master Servicer or Special Servicer to any obligation in addition to those undertaken in this Agreement. Each Person who acquires any Certificate (including, without limitation, a Registered Certificate) or interest therein shall (in all cases, in the case of a Registered Certificate, and only if such Person shall not have delivered the Opinion of Counsel and/or one of the certifications referred to in the preceding sentence, in the case of a Non-Registered Certificate) be deemed to have certified that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if or (ii) alternatively, that the ~~purchase~~ purchase, continued holding and ~~holding~~ transfer of such Certificate or interest therein by is exempt from the ~~prospective Transferee would result in a violation~~ prohibited transaction provisions of Section 406 ~~or 407~~ of ERISA or and Section 4975 of the ~~Code~~Code under Prohibited Transaction Exemption ("PTE") 90-88 or PTE 93-31, Sections I and III of PTCE 95-60 or Section 401(c) of ERISA. (i) Each Person who has or who acquires any Ownership Interest in a ~~similar violation~~ Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under ~~Similar Law~~clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and a United States Person and shall promptly notify the Trustee and the REMIC Administrator of any change or impending change in its status as a Permitted Transferee or United States Person. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate (other than in connection with the initial issuance thereof or the transfer thereof among the Depositor and its Affiliates), ~~or would result~~ the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of, an affidavit and agreement substantially in the ~~imposition~~ form attached hereto as Exhibit C-1 (a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate it will endeavor to remain a Permitted Transferee, that it is a United States Person and that -146- it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is not both a Permitted Transferee and a United States Person, no Transfer of an ~~excise tax under Section 4975 of the Code.~~ Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Except in connection ~~with~~with the initial issuance of the Residual Certificates or any transfer thereof among the Depositor and its Affiliates, each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit C-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee and a United States Person. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee and the REMIC Administrator written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, then the Trustee shall have the right, but not the obligation, to cause the transfer of such Residual Certificate to a Permitted Transferee selected by the Trustee on such terms as the Trustee may choose, and the Trustee shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. Such Permitted Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Trustee. Such Permitted Transferee may be the Trustee itself or any Affiliate of the Trustee. (iii) The REMIC Administrator shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee or a United States Person, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is not a Permitted Transferee. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the REMIC Administrator for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this subsection (iv) may b

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Original Closing Date at ▇▇▇▇▇ Fargo Center, Sixth and Marquette, MAC# ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ 55479-0113) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If ~~three or~~ Certificateholders representing more ~~Holders make written request~~ than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ five Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry~~ Non-Registered ~~Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer~~ Certificate of any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect~~ such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer Class may be made ~~without registration under~~ to a trust if the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsSection 5. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificate Series 2000-1), Pooling and Servicing Agreement (Banc of Amercia Com Mort Pas Thru Cer Series 2000-2)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Trust Advisor~~Servicer, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the ~~Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R or Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, is ~~hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of~~ hereb▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇f registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor, the Master Servicers~~Paying Agent, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor ~~Certificate Registrar~~ certificate registrar may prescribe, provided that the predecessor ~~Certificate Registrar~~ certificate registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If ~~the Certificate Administrator~~ LaSalle Bank National Association resigns or is removed ~~in accordance with the terms hereof~~as Paying Agent, the ~~successor certificate administrator~~ Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at LaSalle Bank National Association, ~~within thirty~~ as Certificate Registrar, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentio▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇05-LDP3 (30the "Registrar Office"), together with an assign▇▇▇▇ ▇▇▇ ▇▇ansfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) ~~days after~~ and (d), the ~~receipt of such request, afford (or cause any other~~ Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Cadim TACH inc.) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the ~~Securities Act~~ applicable state securities laws, then either: (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of i) Rule 144A Book-Entry ~~Non-Registered Certificates, a Transfer thereof~~ Certificate to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Regulation S Book-Entry ~~Non-Registered Certificates is to be made without registration under~~ Certificate During the ~~Securities Act (other than~~ Restricted Period. If, during the Restricted Period, a Certificate Owner of an interest in ~~connection with the initial issuance of the~~ a Rule 144A Book-Entry ~~Non-Registered Certificates or a Transfer of~~ Certificate wishes at any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring~~ time to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an transfer its beneficial interest in such Rule 144A ~~Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of~~ Book-Entry ~~Non-Registered Certificates does not, in connection with the subject Transfer, deliver~~ Certificate to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who ~~takes~~ wishes to take delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery thereof in the form of a beneficial interest in a ~~Rule 144A Global~~ Regulation S Book-Entry Certificate, such Certificate ~~upon delivery~~ Owner may, in addition to ~~the Certificate Registrar~~ complying with all applicable rules and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository and Clearstream or Euroclear applicable to ~~direct~~ transfers by their respective participants (the ~~Certificate Administrator to credit~~ "Applicable Procedures"), transfer or cause the ~~account~~ transfer of ~~a Depository Participant by the denomination of the transferred interests in~~ such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest for an equivalent beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-~~Registered~~ Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who ~~takes~~ wishes to take delivery ~~other than~~ thereof in the form of a beneficial interest in ~~such~~ a Regulation S ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). ~~On and prior~~ Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to ~~the Release Date, each Certificate Owner desiring~~ credit or cause to ~~effect any Transfer of an~~ be credited to another specified Depository Participant's account a beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-~~Registered Certificates~~ Entry Certificate to ~~another Person who takes delivery~~ be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry ~~Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global~~ Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for to a ~~Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any~~ Person who ~~takes~~ wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate ~~for such Class~~ only upon compliance with the provisions of ~~Certificates upon delivery to~~ this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar ~~and the Certificate Administrator~~ at its Registrar Office of (x1) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written ~~orders and~~ instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and given in accordance with the ~~applicable procedures of~~ Applicable Procedures from a Depository Participant directing the ~~Depository, shall reduce~~ Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the ~~denomination of the Regulation S Global Certificate in respect of such Class of~~ Rule 144A Book-Entry ~~Non-Registered Certificates, and increase~~ Certificate in an amount equal to the ~~denomination of the Rule 144A Global Certificate for such Class, by the denomination~~ Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such ~~Class~~ account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such ~~orders and instructions. None~~ instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the ~~Depositor, the Underwriters, the~~ Regulation S Book-Entry Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if was reduced upon such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawstransfer. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. ~~The~~ For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more ~~Holders make written request~~ Certificateholders (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ five Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with~~ a transaction which does not require such registration or qualification. In the ~~Securities Act and such other securities or blue sky laws. If offers and sales~~ event a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate (other than in connection with the initial issuance of the Certificates or a transfer of such Non-Registered Certificate by the Depositor or any Affiliate of the Depositor and other than a Non-Registered Certificate which constitutes a Book-Entry Certificate) is to be made without registration under the Securities Act, the Certificate Registrar shall refuse to register such transfer unless it receives the following: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto; or (ii) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-2 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached either as Exhibit B-3 or Exhibit B-4 hereto; or (iii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. If a transfer of any interest in any Non-Registered Certificate that constitutes a Book-Entry Certificate (such as a Class F Certificate) is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of any interest in such Non-Registered ~~Certificates or a Transfer of such~~ Certificate by the ~~Depositor, any Underwriter~~ Depositor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03its Affiliates), then the Certificate ~~Registrar~~ Owner desiring to effect such transfer shall ~~refuse~~ be required to ~~register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either:~~ obtain either (i) a certificate from ~~the Certificateholder desiring to effect~~ such ~~Transfer~~ Certificate Owner's prospective transferee substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached~~ B-5 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~B-6 hereto; or (ii) an Opinion of Counsel ~~satisfactory to the Certificate Administrator~~ to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust ~~Fund~~ or of the Depositor, the Mortgage Loan Seller, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator, the Certificate Administrator~~Servicer, the Trustee, the ~~Custodian~~ REMIC Administrator or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any ~~Certificateholder~~ Holder or Certificate Owner ~~desiring to effect~~ of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the~~ Trustee, the ~~Master Servicers, the Special Servicers, the Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a any Non-Registered Certificate or any interest therein shall be made under any circumstances (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keog▇ ▇▇▇ns and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of or as trustee of a Plan, or with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101, unless: (x) in the case of any Non-Registered Certificate or interest therein that is being acquired with "plan assets", the prospective Transferee provides the Certificate Registrar (or, in the case of a Non-Registered Certificate that constitutes a Book-Entry Certificate, the Certificate Owner that desires to effect the transfer) with a certification to the effect that the purchase, continued holding and transfer of such Certificate or interest therein is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption ("PTCE") 95-60 or under Section 401(c) of ERISA; or (y) in the case of any Non-Registered Certificate that is held as a Definitive Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel, obtained at the expense of such prospective Transferee, which establish to the satisfaction of the Certificate Registrar that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, will not result in the imposition of an excise tax under Section 4975 of the Code and will not subject the Trustee, Master Servicer or Special Servicer to any obligation in addition to those undertaken in this Agreement. Each Person who acquires any Certificate (including, without limitation, a Registered Certificate) or interest therein shall (in all cases, in the case of a Registered Certificate, and only if such Person shall not have delivered the Opinion of Counsel and/or one of the certifications referred to in the preceding sentence, in the case of a Non-Registered Certificate) be deemed to have certified that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if or (ii) alternatively, that the ~~purchase~~ purchase, continued holding and ~~holding~~ transfer of such Certificate or interest therein by is exempt from the ~~prospective Transferee would result in a violation~~ prohibited transaction provisions of Section 406 ~~or 407~~ of ERISA or and Section 4975 of the ~~Code~~Code under Prohibited Transaction Exemption ("PTE") 90-88 or PTE 93-31, Sections I and III of PTCE 95-60 or Section 401(c) of ERISA. (i) Each Person who has or who acquires any Ownership Interest in a ~~similar violation~~ Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under ~~Similar Law~~clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and a United States Person and shall promptly notify the Trustee and the REMIC Administrator of any change or impending change in its status as a Permitted Transferee or United States Person. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate (other than in connection with the initial issuance thereof or the transfer thereof among the Depositor and its Affiliates), ~~or would result~~ the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of, an affidavit and agreement substantially in the ~~imposition~~ form attached hereto as Exhibit C-1 (a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate it will endeavor to remain a Permitted Transferee, that it is a United States Person and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is not both a Permitted Transferee and a United States Person, no Transfer of an ~~excise tax under Section 4975 of the Code.~~ Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Except in connection ~~with~~with the initial issuance of the Residual Certificates or any transfer thereof among the Depositor and its Affiliates, each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit C-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee and a United States Person. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee and the REMIC Administrator written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, then the Trustee shall have the right, but not the obligation, to cause the transfer of such Residual Certificate to a Permitted Transferee selected by the Trustee on such terms as the Trustee may choose, and the Trustee shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. Such Permitted Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Trustee. Such Permitted Transferee may be the Trustee itself or any Affiliate of the Trustee. (iii) The REMIC Administrator shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee or a United States Person, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is not a Permitted Transferee. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the REMIC Administrator for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this subsection (iv) may be modi

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Nationslink Funding Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Securities and Trust Services--LB Commercial Mortgage Trust 2007-C3. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~F-2A or, except ~~that,~~ in the case of ~~any proposed transfer of~~ a ~~Class R~~ Residual Interest Certificate, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ as Exhibit ~~C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (~~except that~~or, in the case of ~~any proposed transfer of a Class R~~ Residual Interest Certificate, ~~such Opinion of Counsel must be~~ to the effect that ~~such~~ the prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, ~~the Custodian~~ any Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. Residual Interest Certificates may only be held by Qualified Institutional Buyers, and each other Definitive Non-Registered Certificate may only be held by Qualified Institutional Buyers and Institutional Accredited Investors. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit F-2D hereto to the effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2D hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate~~ Trustee, any Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator, the ~~Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the~~ Certificate Registrar and their respective Affiliates against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to o

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3), Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Securities and Trust Services Group--LB-UBS Commercial Mortgage Trust 2005-C5. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~F-2A or, except ~~that,~~ in the case of ~~any proposed transfer of~~ a ~~Class R~~ Residual Interest Certificate, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ as Exhibit ~~C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (~~except that~~or, in the case of ~~any proposed transfer of a Class R~~ Residual Interest Certificate, ~~such Opinion of Counsel must be~~ to the effect that ~~such~~ the prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a -258- Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a copy of the ~~Depositor~~ certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yB) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit F-2D hereto to the effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2D hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (B) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification or Opinion of Counsel and orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, except in the case of a Residual Interest Certificate or, if issued hereunder taking into account Section 2.05(b), a Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the pr

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~other parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the ~~predecessor Certificate Registrar~~ Trustee may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall~~shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. Every Certificateholder, ~~within thirty (30) days after~~ by receiving such access, agrees with the ~~receipt of such request, afford (or cause any other~~ Certificate Registrar ~~to afford)~~ that the ~~requesting Holders access during normal business hours~~ Certificate Registrar will not be held accountable in any way by reason of the disclosure of any information as to the ~~most recent list~~ names and addresses of ~~Certificateholders held by~~ any Certificateholder regardless of the ~~Certificate Registrar~~source from which such information was derived. (b) No ~~Transfer~~ transfer, sale, pledge or other disposition of any ~~Non-Registered~~ Private Certificate or interest therein shall be made unless that ~~Transfer~~ transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If ~~offers and sales~~ a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Private Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance ~~of the Non-Registered Certificates~~ thereof or a ~~Transfer of such Certificate~~ transfer thereof by the ~~Depositor, any Underwriter~~ Depositor or ~~any~~ one of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03its Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ F-1A hereto; or (ii) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1B hereto and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached ~~hereto~~ either as Exhibit ~~C-1B~~ F-2A hereto or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B hereto; or (iiiii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator, the ~~Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their 121 respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of ~~Non-Registered~~ Private Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any ~~Non-Registered~~ Private Certificate or interest therein without registration or qualification. Any ~~Certificateholder or~~ Holder of a Private Certificate ~~Owner~~ desiring to effect a ~~Transfer~~ transfer of ~~any Non-Registered~~ such Private Certificate or interest therein shall, and does hereby agree to, ~~indemnify~~ indemnify, the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor~~Underwriter, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a Subordinated Certificate or any interest therein shall be made (A) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if unless: (i) the purchase and holding of such Certificate or interest therein by is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 or Section 401(c) of ERISA; or (ii) in the case of a Subordinated Certificate that is a Definitive Certificate, the prospective Transferee ~~would~~ provides the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Trustee that such transfer will not result in a violation of Section 406 ~~or 407~~ of ERISA or Section 4975 of the ~~Code,~~ Code or ~~a similar violation under Similar Law, or would~~ result in the imposition of an excise tax under Section 4975 of the ~~Code~~Code or subject the Trustee, the Master Servicer or the Special Servicer to any obligation in addition to those undertaken in this Agreement. ~~Except~~ Each Person who acquires any Subordinated Certificate or interest therein (unless it shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in ~~connection with~~clause (ii) the preceding sentence) will be required to deliver to the Certificate Registrar (or, in the case of an interest in a Subordinated Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner that is transferring such interest) a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) that the purchase and holding of such Certificate or interest therein by such person is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 or Section 401(c) of ERISA. It is hereby acknowledged that the forms of certification attached hereto as Exhibit G-1 (in the case of Subordinated Certificates that are Definitive Certificates) and G-2 (in the case of ownership interests in Subordinated Certificates that are Book-Entry Certificates) are acceptable for purposes of the preceding sentence.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Criimi Mae CMBS Corp), Pooling and Servicing Agreement (Criimi Mae CMBS Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Att▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇-▇▇▇ ▇ommercial Mortgage Trust 2004-C8. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ Lehman Brothers or any of their respective Affiliates or, in the ~~case of~~ c▇▇▇ ▇▇ a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B~~ F-2A or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer ~~(except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer)~~ and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ Lehman Brothers or any of their respective Affiliates), then the ~~Certificate~~ C▇▇▇▇▇▇cate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F- 2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the ~~Depositor,~~ Depositor or any Affiliate of ~~the Depositor or any Person designated in writing by~~ the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and ~~such~~ orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Regulation S Release Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Regulation S Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Regulation S Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such~~ the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts ▇▇ ▇▇ich such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, Lehman Brothers or any of their respective Affiliates or, in the c▇▇▇ ▇▇ a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, except in the case of a Residual Interest Certificate or a Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that is an Investment Grade Certificate (other than, if applicable, a Residual Interest Certificate or a Class V Certificate) that is being acquired by o

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initi

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Center, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ E-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~E-2A or, except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~R-I, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Class R-II or Class Z Certificates, as Exhibit ~~C-2B only)~~E-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer)~~ Buyer or, except in the case of the Class R-I, Class R-II or Class Z Certificates, an Institutional Accredited Investor, and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator, the ~~Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~E-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following ~~two paragraphs~~paragraph, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ E-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. The foregoing sentence notwithstanding, no Transfer of the Class R-I and R-II Certificates shall be made to a Plan or to a Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, except in the case of the Class R-I and Class R-II Certificates, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Section 4975 of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Exemption, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of all the Trust Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it will obtain from each of its Transferees that are Plans a written representation that such Transferee satisfies the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees that are Plans a similar written representation regarding satisfaction of the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) alternatively, except in the case of the Class R-I and Class R-II Certificates, a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the forms of certification attached hereto as Exhibit F-1 (in the case of Definitive Non-Registered Certificates) and Exhibit F-2 (in the case of ownership interests in Book-Entry Non-Registered Certificates) are acceptable for purposes of the preceding sentence. If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case of ownership interests in a Book-Entry Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Section 4975 of the Code. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such disposition. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the REMIC Administrator and the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt, of an affidavit and agreement substantially in the form attached hereto as Exhibit G-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of either the Trustee or the Certificate Registrar has actual knowledge that the proposed Transferee is n

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Trust Advisor~~Servicer, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the ~~Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERI

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Chase Manhattan Bank, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ is hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the ~~Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Servicer resigns or is removed in accordance with the terms hereof, and The Chase Manhattan Bank resigns as Certificate Registrar, the ~~successor certificate administrator~~ Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. If The Chase Manhattan Bank is removed as Servicer pursuant to an Event of Default described in Section 7.01(a)(v), (vi) or (vii), then The Chase Manhattan Bank shall be terminated as Certificate Registrar and, with respect to its duties as Certificate Registrar, shall immediately be succeeded by the Trustee. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar)~~Paying Agent, the ~~Master Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ~~within thirty (30) days after~~ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at the ~~receipt of such request~~Corporate Trust Office, ~~afford (or cause any other~~ if the Trustee is the Certificate Registrar ~~to afford~~(the "Registrar Office") together with an assignment and transfer (executed by the ~~requesting Holders access during normal business hours~~ Holder or his duly authorized attorney). Subject to the ~~most recent list~~ requirements of ~~Certificateholders held~~ Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit C attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry~~ Non-Registered ~~Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer~~ Certificate of any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect~~ such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer Class may be made ~~without registration under~~ to a trust if the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsSection 5. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at [______________________________]) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If ~~three or~~ Certificateholders representing more ~~Holders make written request~~ than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication ~~which~~ that such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ [___] Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than [__] days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or the initial transfer thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry~~ Non-Registered ~~Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer~~ Certificate of any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect~~ such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer Class may be made ~~without registration under~~ to a trust if the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsSection 5. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to ~~obtain~~ deliver to the Certificate Administrator (i) except in connection with the initial issuance of the Non-Registered Certificates, a written certification of such Certificate Owner substantially in the form set forth in Exhibit C-3A hereto and (ii) a written certification from such Certificate Owner’s prospective Transferee ~~a written certification~~ substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withres

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Securities and Trust Services Group--LB-UBS Commercial Mortgage Trust 2006-C1. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~F-2A or, except ~~that,~~ in the case of ~~any proposed transfer of~~ a ~~Class R~~ Residual Interest Certificate, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ as Exhibit ~~C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (~~except that~~or, in the case of ~~any proposed transfer of a Class R~~ Residual Interest Certificate, ~~such Opinion of Counsel must be~~ to the effect that ~~such~~ the prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, ~~the Custodian~~ any Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry ~~Non-~~Non- Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit F-2D hereto to the effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non- Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2D hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any ~~Non-~~Non- Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator~~Trustee, ~~the Trust Advisor, the Trustee~~any Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as na

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at LaSalle Bank National Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Securities and Trust Services Group--▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall ~~refuse to register~~ promptly furnish such ~~Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i)~~ Certificateholder with a ~~certificate from~~ list of the ~~Certificateholder desiring to effect such Transfer substantially~~ other Certificateholders of record identified in the ~~form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in~~ Certificate Register at the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense time of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsrequest. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class ~~V or Class~~ R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry ~~Non-~~Non- Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Trust Advisor~~Servicer, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the ~~Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R or Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) an

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Trust Advisor~~Servicer, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the ~~Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of PTCE 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that is an Investment Grade Certificate (other than, if applicable, a Class R Certificate), determined at

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ Wells Fargo Bank,. N.A., located at 9062 Old Annapolis Road, Columbia, M▇▇▇▇▇nd 21045-1951, is hereby ~~initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of~~ initia▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor~~Paying Agent, the Special Servicer and the Master Servicers~~, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If ~~the Certificate Administrator~~ Wells Fargo Bank, N.A. resigns or is removed ~~in accordance with the terms hereof~~as Paying Agent, the ~~successor certificate administrator shall~~ Truste▇ ▇▇▇ll immediately succeed to ~~its~~ the duties as of the Certificate Registrar. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master Servicers and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at Wells Fargo Bank, ~~within thirty~~ N.A., Wells Fargo Center, Sixth Street and Marquette A▇▇▇▇▇, Minneapolis, Minn▇▇▇▇▇ 55479, Attenti▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ (30▇▇▇ "▇▇▇▇strar Office") ~~days after~~ together with an assignme▇▇ ▇▇▇ ▇▇▇▇sfer (executed by the ~~receipt~~ Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Redwood Trust, Inc.) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the ~~Securities Act~~ applicable state securities laws, then either: (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of i) Rule 144A Book-Entry ~~Non-Registered Certificates, a Transfer thereof~~ Certificate to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Regulation S Book-Entry ~~Non-Registered Certificates is to be made without registration under~~ Certificate During the ~~Securities Act (other than~~ Restricted Period. If, during the Restricted Period, a Certificate Owner of an interest in ~~connection with the initial issuance of the~~ a Rule 144A Book-Entry ~~Non-Registered Certificates or a Transfer of~~ Certificate wishes at any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring~~ time to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an transfer its beneficial interest in such Rule 144A ~~Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of~~ Book-Entry ~~Non-Registered Certificates does not, in connection with the subject Transfer, deliver~~ Certificate to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who ~~takes~~ wishes to take delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery thereof in the form of a beneficial interest in a ~~Rule 144A Global~~ Regulation S Book-Entry Certificate, such Certificate ~~upon delivery~~ Owner may, in addition to ~~the Certificate Registrar~~ complying with all applicable rules and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository and Clearstream or Euroclear applicable to ~~direct~~ transfers by their respective participants (the ~~Certificate Administrator to credit~~ "Applicable Procedures"), transfer or cause the ~~account~~ transfer of ~~a Depository Participant by the denomination of the transferred interests in~~ such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest for an equivalent beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-~~Registered~~ Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who ~~takes~~ wishes to take delivery ~~other than~~ thereof in the form of a beneficial interest in ~~such~~ a Regulation S ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). ~~On and prior~~ Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to ~~the Release Date, each Certificate Owner desiring~~ credit or cause to ~~effect any Transfer of an~~ be credited to another specified Depository Participant's account a beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-~~Registered Certificates~~ Entry Certificate to ~~another Person who takes delivery~~ be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry ~~Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global~~ Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for to a ~~Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any~~ Person who ~~takes~~ wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate ~~for such Class~~ only upon compliance with the provisions of ~~Certificates upon delivery to~~ this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar ~~and the Certificate Administrator~~ at its Registrar Office of (x1) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written ~~orders and~~ instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and given in accordance with the ~~applicable procedures of~~ Applicable Procedures from a Depository Participant directing the ~~Depository, shall reduce~~ Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the ~~denomination of the Regulation S Global Certificate in respect of such Class of~~ Rule 144A Book-Entry ~~Non-Registered Certificates, and increase~~ Certificate in an amount equal to the ~~denomination of the Rule 144A Global Certificate for such Class, by the denomination~~ Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such ~~Class~~ account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such ~~orders and instructions. None~~ instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the ~~Depositor, the Underwriters, the~~ Regulation S Book-Entry Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if was reduced upon such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawstransfer. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Asse▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇--▇▇▇▇▇▇▇▇▇ ▇▇pital Commercial Funding Corp., Commercial Mortgage Trust Series 2003-C2. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with ~~the initial issuance of the Non-Registered Certificates or~~ a Transfer ~~of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case~~ of a Global Certificate for any Class of Book-Entry Non-Registered ~~Certificates, a Transfer thereof~~ Certificates to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or~~ F-2A or, with respect to each Definitive Non-Registered Certificate other than the Class R-I and Class R-II Certificates, as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~R-I and Class R-II Certificates, ~~such Opinion of Counsel~~ where the prospective Transferee must be ~~to the effect that such prospective Transferee is~~ a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. ~~If any~~ A Transferee of an interest in the Rule 144A Global Certificate that takes delivery for ~~any~~ a Class of Book-Entry Non-Registered Certificates ~~does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee~~ shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. ~~Notwithstanding the preceding paragraph, any~~ Any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred ~~(without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph)~~ by ~~the Depositor, any Affiliate of~~ the Depositor or any ~~Person designated in writing by~~ Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the ~~Book-Entry Non-Registered~~ Certificates to be ~~transferred~~transferred (such date of transfer, the "Transfer Date"). Upon delivery to the Certificate Registrar of such certification and ~~such~~ orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of ~~Book-Entry Non-Registered~~ Certificates and increase the denomination of the Regulation S Global Certificate for ~~such~~ the applicable Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. , provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the date (the "Release Date") which is 40 days after the Transfer Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. , provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such Class of Book-Entry Non-Registered~~ the Certificates to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the applicable Class ~~of Book-Entry Non-Registered Certificates,~~ being transferred and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in wh▇▇▇ ▇uch plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I of ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the ~~Code~~Code or any similar violation of Similar Law. Except in connection ~~with~~with Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the form of certification attached hereto as Exhibit G (with respect to Definitive Non-Registered Certificates) is acceptable for purposes of the preceding sentence. If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding sentence, then such Transferee (and in any event any owner of a Book-Entry Certificate that is not an Investment Grade Certificate) shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be deemed to have represented and warranted that such Plan (X) is an accredited investor as defined in Rule 501(a

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2), Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, is ~~hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of~~ hereb▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇f registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master Servicers~~, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor ~~Certificate Registrar~~ certificate registrar may prescribe, provided that the predecessor ~~Certificate Registrar~~ certificate registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. ~~If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar.~~ The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master Servicers and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at LaSalle Bank National Association, ~~within thirty~~ as Certificate Registrar, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentio▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇05-LDP5 (30the "Registrar Office"), together with an assign▇▇▇▇ ▇▇▇ ▇▇ansfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) ~~days after~~ and (d), the ~~receipt of such request, afford (or cause any other~~ Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchaser to American Capital Strategies, Ltd) is to be made ~~without registration under the Securities Act (other than~~ in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, reliance upon ~~receipt, may conclusively rely upon) either: (i) a certificate~~ an exemption from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act~~. Except as provided in the following two paragraphs~~, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable ~~procedures of the Depository~~state securities laws, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withthen either:

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Chase Manhattan Bank, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ is hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor~~Special Servicer, the ~~Master Servicers,~~ Servicer and the ~~Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Fiscal Agent, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Servicer resigns or is removed in accordance with the terms hereof, and The Chase Manhattan Bank resigns as Certificate Registrar, the ~~successor certificate administrator~~ Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. If The Chase Manhattan Bank is removed as Servicer pursuant to an Event of Default described in Section 7.01(a)(v), (vi) or (vii), then The Chase Manhattan Bank shall be terminated as Certificate Registrar and, with respect to its duties as Certificate Registrar, shall immediately be succeeded by the Trustee. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar)~~Paying Agent, the ~~Master Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ~~within thirty (30) days after~~ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at the ~~receipt of such request~~Corporate Trust Office, ~~afford (or cause any other~~ if the Trustee is the Certificate Registrar ~~to afford~~(the "Registrar Office") together with an assignment and transfer (executed by the ~~requesting Holders access during normal business hours~~ Holder or his duly authorized attorney). Subject to the ~~most recent list~~ requirements of ~~Certificateholders held~~ Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit C attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry~~ Non-Registered ~~Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer~~ Certificate of any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect~~ such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer Class may be made ~~without registration under~~ to a trust if the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsSection 5. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. ~~The~~ For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the ~~Trustee, the Depositor~~Sponsor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The ~~Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar)~~Sponsor, the Master ~~Servicers~~ Servicer, the Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more ~~Holders make written request~~ Certificateholders (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ five Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with~~ a transaction which does not require such registration or qualification. In the ~~Securities Act and such other securities or blue sky laws. If offers and sales~~ event a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate (other than in connection with the initial issuance of the Certificates or a transfer of such Non-Registered Certificate by the Sponsor or any Affiliate of the Sponsor and other than a NonRegistered Certificate which constitutes a Book-Entry Certificate) is to be made without registration under the Securities Act, the Certificate Registrar shall refuse to register such transfer unless it receives the following: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached either as Exhibit B-2 or Exhibit B-3 hereto; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. If a transfer of any interest in any Non-Registered Certificate that constitutes a Book-Entry Certificate (such as a Class F Certificate) is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of any interest in such Non-Registered ~~Certificates or a Transfer of such~~ Certificate by the ~~Depositor, any Underwriter~~ Sponsor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03its Affiliates), then the Certificate ~~Registrar~~ Owner desiring to effect such transfer shall ~~refuse~~ be required to ~~register such Transfer unless it receives (and, upon receipt, may conclusively rely upon)~~ obtain either: (i) a certificate from ~~the Certificateholder desiring to effect~~ such ~~Transfer~~ Certificate Owner's prospective transferee substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached~~ B-4 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~B-5 hereto; or (ii) an Opinion of Counsel ~~satisfactory to the Certificate Administrator~~ to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust ~~Fund~~ or of the ~~Depositor~~Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator, the Certificate Administrator~~Servicer, the Trustee, the ~~Custodian~~ REMIC Administrator or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the ~~Depositor~~Sponsor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any ~~Certificateholder~~ Holder or Certificate Owner ~~desiring to effect~~ of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the ~~Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor~~Sponsor, the Trustee, the ~~Master Servicers, the Special Servicers, the Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a any Non-Registered Certificate or any interest therein shall be made under any circumstances (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of or as trustee of a Plan, or with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101, unless: (x) in the case of any Non-Registered Certificate or interest therein that is being acquired with "plan assets", the prospective Transferee provides the Certificate Registrar (or, in the case of a Non-Registered Certificate that constitutes a Book-Entry Certificate, the Certificate Owner that desires to effect the transfer) with a certification to the effect that the purchase, continued holding and transfer of such Certificate or interest therein is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption ("PTCE") 95-60; or (y) in the case of any Non-Registered Certificate that is held as a Definitive Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel, obtained at the expense of such prospective Transferee, which establish to the satisfaction of the Certificate Registrar that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, will not result in the imposition of an excise tax under Section 4975 of the Code and will not subject the Trustee, Master Servicer or Special Servicer to any obligation in addition to those undertaken in this Agreement. It is hereby acknowledged that the forms of certification attached hereto as Exhibit D-1 (in the case of Definitive Certificates) and D-2 (in the case of Book-Entry Certificates) are acceptable certifications for purposes of the preceding sentence. Each Person who acquires any Certificate (including, without limitation, a Registered Certificate) or interest therein shall (in all cases, in the case of a Registered Certificate, and only if such Person shall not have delivered the Opinion of Counsel and/or one of the certifications referred to in the two preceding sentences, in the case of a Non-Registered Certificate) be deemed to have certified that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if or (ii) alternatively, that the ~~purchase~~ purchase, continued holding and ~~holding~~ transfer of such Certificate or interest therein by is exempt from the ~~prospective Transferee would result in a violation~~ prohibited transaction provisions of Section 406 ~~or 407~~ of ERISA or and Section 4975 of the ~~Code~~Code under Prohibited Transaction Exemption ("PTE") 90-88 or PTE 90-23 or Sections I and III of PTCE 95-60. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and a United States Person and shall promptly notify the Trustee and the REMIC Administrator of any change or impending change in its status as a Permitted Transferee or United States Person. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate (other than in connection with the initial issuance of the Certificates or any transfer of a Residual Certificate by the Sponsor), ~~or a similar violation under Similar Law~~the Certificate Registrar shall require delivery to it, ~~or would result~~ and shall not register the Transfer of any Residual Certificate until its receipt of, an affidavit and agreement substantially in the ~~imposition~~ form attached hereto as Exhibit C-1 (a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate it will endeavor to remain a Permitted Transferee, that it is a United States Person and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is not both a Permitted Transferee and a United States Person, no Transfer of an ~~excise tax under Section 4975 of the Code.~~ Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Except in connection ~~with~~with the initial issuance of the Residual Certificates or any transfer thereof among the Sponsor and its Affiliates, each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit C-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee and a United States Person. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee and the REMIC Administrator written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, then the Trustee shall have the right, but not the obligation, to cause the transfer of such Residual Certificate to a Permitted Transferee selected by the Trustee on such terms as the Trustee may choose, and the Trustee shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. Such Permitted Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Trustee. Such Permitted Transferee may be the Trustee itself or any Affiliate of the Trustee. (iii) The REMIC Administrator shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee or a United States Person, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is not a Permitted Transferee. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the REMIC Administrator for providing such information. (iv) The provisions

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Mortgage Capital Funding Inc), Pooling and Servicing Agreement (Mortgage Capital Funding Inc)

Registration of Transfer and Exchange of Certificates. (a) ~~At all times during the term of this Agreement, there~~ The Trustee shall cause to be ~~maintained~~ kept at ~~the office~~ one of the ~~Certificate Registrar~~ offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.02 a Certificate Register for the Certificates and the Uncertificated Interest in which, subject to such reasonable regulations as ~~the Certificate Registrar~~ it may prescribe, the ~~Certificate Registrar~~ Trustee shall provide for the registration of Certificates and the Uncertificated Interest and of transfers and exchanges of Certificates and the Uncertificated Interest as herein provided. All Certificates shall be surrendered at the designated office of the Certificate Registrar. As of the Closing Date, the Certificate Registrar designates the offices located at DB Services Tennessee, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Transfer Unit, for such purposes. The ~~Certificate Administrator is hereby~~ Trustee will initially ~~appointed (and hereby agrees to act in accordance with the terms hereof)~~ serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the ~~Depositor~~Seller, the ~~Master Servicers,~~ Servicer and the ~~Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator~~ Trustee shall ~~immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is~~ at any time not be the Certificate Registrar), the ~~Master Servicers~~ Trustee shall have and ~~the Special Servicers shall each have~~ maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to the~~ The Certificate ~~Registrar, and such request states that such Holders desire to communicate with other Holders with~~ Register in respect ~~to their rights under this Agreement or under the Certificates and is accompanied by a copy~~ of the ~~communication which such Holders propose~~ Uncertificated Interest shall contain a statement that transfers of the Uncertificated Interest to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrara Disqualified Organization are prohibited as provided in this Agreement. (b) No ~~Transfer~~ transfer of any Non-~~Registered~~ Offered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities Act of 1933, as amended (the “1933 Act”), and ~~any~~ an effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with~~ a transaction that does not require such registration or qualification. In the ~~Securities Act and~~ event that such ~~other securities or blue sky laws. If offers and sales~~ a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a ~~Transfer of any Definitive~~ Non-~~Registered~~ Offered Certificate is to be made without registration ~~under the Securities Act~~ or qualification (other than in connection with the initial ~~issuance~~ transfer of ~~the Non-Registered Certificates or a Transfer of~~ any such Certificate by the ~~Depositor~~Depositor to the Seller or by the Seller to an affiliate of the Seller or to a trust, ~~any Underwriter or any~~ the depositor of ~~their respective Affiliates or~~which is an affiliate of the Seller), (1) in the case of a ~~Global Certificate for~~ transfer of any ~~Class of Book-Entry~~ Non-~~Registered Certificates~~Offered Certificate, ~~a Transfer thereof to a successor Depository or to~~ the ~~applicable Certificate Owner(s) in accordance with Section 5.03), then~~ Trustee and the Certificate Registrar shall ~~refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either~~each require receipt of: either (i) ~~a certificate~~ written certifications from the Certificateholder desiring to effect ~~such Transfer substantially in~~ the ~~form attached hereto as Exhibit C-1A~~ transfer and ~~a certificate~~ from such Certificateholder’s prospective ~~Transferee~~ transferee, substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form forms attached hereto as Exhibit ~~C-2B only);~~ F-1 or (ii) an Opinion of Counsel satisfactory to ~~the Certificate Administrator to the effect~~ it that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without such registration ~~under the Securities Act~~ or qualification (which Opinion of Counsel shall not be an expense of the ~~Trust Fund or of the~~ Depositor, the ~~Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator~~Seller, the Trustee, the ~~Custodian or~~ Servicer, the Certificate Registrar or the Trust Fund) and (2) in ~~their respective capacities as such)~~the case of a transfer of a Class C Certificate, ~~together with~~ the ~~written certification(s) as~~ proposed transferee of the Class C Certificate shall provide to the ~~facts surrounding such Transfer from~~ Trustee the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Bookappropriate tax certification form (i.e., IRS Form W-9 or IRS Form ▇-~~Entry Non~~▇▇▇▇, ▇-~~Registered Certificates is to be made without registration under the Securities Act~~ ▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable (~~other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter~~ or any ~~of their respective Affiliates~~successor form thereto)~~, then the Certificate Owner desiring~~ ) and shall agree to ~~effect~~ update such ~~Transfer shall be required to obtain either~~ forms (i) ~~a certificate from~~ upon expiration of any such ~~Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B~~form, or (ii) ~~an Opinion~~ as required under then applicable Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, as a condition to such transfer. Under this Agreement, upon receipt of ~~Counsel~~ any such tax certification form from a transferee of any Class C Certificate, the Trustee (including in its capacity as Supplemental Interest Trust Trustee) shall forward such tax certification form provided to it to the ~~effect that the prospective Transferee is~~ Swap Provider. Each holder of a ~~Qualified Institutional Buyer,~~ Class C Certificate and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee each transferee thereof shall be deemed to have ~~represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect~~ consented to the ~~subject Transfer, true~~ Trustee forwarding to the Swap Provider any such tax certification form it has provided and ~~correct~~updated in accordance with these transfer restrictions. ~~Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery~~ Any purported sales or transfers of any ~~certificate or Opinion~~ Class C Certificate to a transferee which do not comply with the requirements of ~~Counsel described in clauses~~ clause (~~i) and (ii~~2) of the ~~first~~ third preceding sentence of ~~the preceding paragraph)~~ this paragraph where non-compliance directly results in a reduction in amounts paid by the ~~Depositor,~~ Swap Provider under the Swap Agreement shall be deemed null and void under this Agreement. The Trustee shall have no duty to take action to correct any ~~Affiliate of the Depositor~~ misstatement or omission in any ~~Person designated in writing by the Depositor~~ tax certification provided to ~~any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery~~ it and forwarded to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsSwap Provider. None of the Depositor, the ~~Underwriters~~Seller, the Certificate ~~Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Registrar or the ~~Certificate Registrar~~ Trustee is obligated to register or qualify ~~any Class of~~ the Non-~~Registered~~ Offered Certificates under the ~~Securities~~ 1933 Act or any other securities ~~law~~ laws or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of ~~any Non-Registered Certificate or interest therein~~ such Certificates without registration or qualification. Any Certificateholder ~~or Certificate Owner~~ desiring to effect the transfer of a ~~Transfer of any~~ Non-~~Registered~~ Offered Certificate ~~or interest therein~~ shall, and does hereby agree to, indemnify the Trustee, the Seller, the Depositor, the ~~Underwriters, the~~ Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Servicer against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (ci) No ~~Transfer~~ transfer of a an ERISA-Restricted Certificate ~~or any interest therein~~ shall be made unless the Trustee has received in the form attached hereto as Exhibit F-2 or Exhibit G, as applicable, either (Ax) a certification letter from the transferee of such Certificate, acceptable to ~~any~~ and in form and substance satisfactory to the Trustee, to the effect that such transferee is not a Plan or a person using the assets of any such Plan, which representation letter shall not be an expense of the Trustee or the Trust Fund, (By) ~~to any Person who~~ if the purchaser is ~~directly or indirectly~~ an insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such ~~Certificate or interest therein on behalf of,~~ Certificates with funds contained in an “insurance company general account” (as ~~named fiduciary of, as trustee of, or with assets~~ such term is defined in Section V(e) of ~~a Plan, if~~ Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (z) in the case of any such Certificate presented for registration in the name of a Plan or a person acting on behalf of any such Plan, or using such Plan’s assets, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Seller, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the Trustee by the transferee’s acceptance of an ERISA-Restricted Certificate, or by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a Plan, or a person using a Plan’s assets is attempted without the delivery to the Trustee of the opinion of counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. If any Certificate or any interest therein is acquired or held in violation of the provisions of this Section 5.02(c)(i), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein ~~by the prospective Transferee would result~~ was effected in a violation of ~~Section 406 or 407 of ERISA or Section 4975~~ the provisions of the ~~Code~~preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a ~~similar violation under Similar Law,~~ result of that acquisition or ~~would result~~ holding. (ii) No transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Swap Agreement (or in the ~~imposition~~ case of ~~an excise tax~~ the Class AF-1 Certificates, the Class AF-1 Cap Agreement) shall be made unless the Trustee has received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibit G, to the effect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 or the non-fiduciary service provider exemption under Section ~~4975 of the Code. Except in connection with~~408(b)(17)

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2007-He1), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2007-He1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ F-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit F-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state~~ the Depositor shall furnish upon request of a Certificateholder or ~~foreign laws~~Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2 or Exhibit F-3 upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form. (c) No ~~Transfer~~ transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, any "plan" subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) ~~to any Plan~~ in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit G hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee; that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate as they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (b) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder." (1) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (2) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. Any proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is ~~directly~~ a Disqualified Organization or ~~indirectly purchasing~~ agent thereof, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate, and the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. The transferor of such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar, the Master Servicer and the Special Servicer for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or ~~interest therein on behalf~~ eliminated; provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (A) written confirmation from each Rating Agency to the effect that the modification of, ~~as named fiduciary~~ addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause either of REMIC I or REMIC II to (x) cease to qualify as ~~trustee of~~a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or ~~with assets of~~ cause a ~~Plan, if the purchase and holding of such Certificate or interest therein by~~ Person other than the prospective Transferee ~~would result in~~ to be subject to a ~~violation~~ REMIC-related tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee. (e) Subject to the preceding provisions of this Section ~~406 or 407~~ 5.02, upon surrender for registration of ~~ERISA or Section 4975~~ transfer of any Certificate at the offices of the ~~Code~~Certificate Registrar maintained for such purpose, ~~or a similar violation under Similar Law~~the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, ~~or would result~~ in the ~~imposition of an excise tax under Section 4975~~ name of the ~~Code. Except in connection with~~designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. (f) At the option of any Holder, its Certificates may be e

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C18)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the -221- Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state~~ the Depositor shall furnish upon request of a Certificateholder or ~~foreign laws~~Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Paying Agent, the Depositor and the transferor of such Certificate the information set forth on Exhibit G-2 or Exhibit G-3 upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form. (c) No ~~Transfer~~ transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, any "plan" subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") substantively similar to the foregoing provisions of ERISA or the Code, or any Person acting on behalf of or with any assets of any such plan (each, a "Plan") unless (A) ~~to any Plan~~ in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit H hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (1) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (2) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit I-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee; that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person ~~who~~ that is ~~directly or indirectly purchasing such~~ not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate ~~or interest therein on behalf of,~~ as ~~named fiduciary of, as trustee of, or with assets~~ they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (3) Notwithstanding the delivery of a ~~Plan~~Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the ~~purchase~~ Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (4) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and ~~holding of such Certificate or interest therein by the~~ Agreement from any prospective Transferee ~~would result~~ to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (b) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a ~~violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result~~ certificate substantially in the ~~imposition of an excise tax under Section 4975 of the Code. Except in connection with~~form attached hereto as Exhibit I-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ Wells Fargo Bank, N.A., Wells Fargo Center, Sixth Street and Marquett▇ ▇▇▇nue, Minneapolis, M▇▇▇▇▇ota 55479, Atte▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇) (▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation, Commercial Mortgage Pass-Through Certificates, Series 2007-C1) is hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor~~, the Master Servicers~~, the Special Servicers and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicers, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. ~~If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar.~~ The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master~~ Servicers and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicers, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at Wells Fargo Center, ~~within thirty~~ Sixth Street and Marquette Avenue, Minneapolis, M▇▇▇▇▇ota 55479, Atte▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (30▇▇▇▇) ~~days after~~ (▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation, Commercial Mortgage Pass-Through Certificates, Series 2007-C1) (the ~~receipt~~ "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the ~~Securities Act~~ applicable state securities laws, then either: (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of i) Rule 144A Book-Entry ~~Non-Registered Certificates, a Transfer thereof~~ Certificate to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Regulation S Book-Entry ~~Non-Registered Certificates is~~ Certificate on or Prior to ~~be made without registration under~~ the ~~Securities Act (other than~~ Release Date. If, on or prior to the Release Date, a Certificate Owner of an interest in ~~connection with the initial issuance of the~~ a Rule 144A Book-Entry ~~Non-Registered Certificates or a Transfer of~~ Certificate wishes at any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring~~ time to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an transfer its beneficial interest in such Rule 144A ~~Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of~~ Book-Entry ~~Non-Registered Certificates does not, in connection with the subject Transfer, deliver~~ Certificate to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who ~~takes~~ wishes to take delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery thereof in the form of a beneficial interest in a ~~Rule 144A Global~~ Regulation S Book-Entry Certificate, such Certificate ~~upon delivery~~ Owner may, in addition to ~~the Certificate Registrar~~ complying with all applicable rules and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository and Clearstream or Euroclear applicable to ~~direct~~ transfers by their respective participants (the ~~Certificate Administrator to credit~~ "Depository Rules"), transfer or cause the ~~account~~ transfer of ~~a Depository Participant by the denomination of the transferred interests in~~ such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest for an equivalent beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Depository Rules from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-~~Registered~~ Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (B) a written order given in accordance with the Depository Rules containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (C) a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer, provided, that no ERISA Restricted Certificate (without giving effect to clause (b)(ii) of such definition) may be transferred to ~~any~~ a Person who ~~takes~~ wishes to take delivery ~~other than~~ under Regulation S. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Release Date. If, after the Release Date, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in ~~such~~ a Regulation S ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Depository Rules, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). ~~On and prior~~ Upon receipt by the Certificate Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Depository Rules from a Depository Participant directing the Certificate Registrar to ~~the Release Date, each Certificate Owner desiring~~ credit or cause to ~~effect any Transfer of an~~ be credited to another specified Depository Participant's account a beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-~~Registered Certificates~~ Entry Certificate to ~~another Person who takes delivery~~ be transferred, (B) a written order given in accordance with the Depository Rules containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (C) a certificate in the form of Exhibit O hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer, provided, that no ERISA Restricted Certificate (without giving effect to clause (b)(ii) of the definition thereof) may be transferred to a Person who wishes to take delivery under Regulation S. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry ~~Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global~~ Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for to a ~~Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any~~ Person who ~~takes~~ wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A ~~Global~~ Book-Entry Certificate, such Certificate Owner may, in addition to complying with all Depository Rules, transfer or cause the transfer of such beneficial interest for ~~such Class~~ an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of ~~Certificates upon delivery to~~ this Section 5.02(b)(iii). Upon receipt by the Certificate Registrar ~~and the Certificate Administrator~~ at its Corporate Trust Office of (xA) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written ~~orders and~~ instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and given in accordance with the ~~applicable procedures of~~ Depository Rules from a Depository Participant directing the ~~Depository, shall reduce~~ Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the ~~denomination of the Regulation S Global Certificate in respect of such Class of~~ Rule 144A Book-Entry ~~Non-Registered Certificates, and increase~~ Certificate in an amount equal to the ~~denomination of the Rule 144A Global Certificate for such Class, by the denomination~~ Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (B) a written order given in accordance with the Depository Rules containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such ~~Class~~ account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (C) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) on or prior to the Release Date, a certificate in the form of Exhibit P hereto given by the Certificate Owner, or (ii) after the Release Date, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such ~~orders and instructions. None~~ instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the ~~Depositor~~Regulation S Book-Entry Certificate was reduced upon such transfer. (iv) Transfers of Regulation S Book-Entry Certificates on or Prior to the Release Date. If, on or prior to the ~~Underwriters~~Release Date, the Certificate ~~Administrator~~Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Certificate to a Person who wishes to take delivery thereof in the form of a Regulation S Book-Entry Certificate, such Certificate Owner may transfer or cause the ~~Trustee,~~ transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate only upon compliance with the ~~Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or~~ provisions of this Section 5.02(b)(iv) and all Depository Rules. Upon receipt by the Certificate Registrar ~~is obligated~~ at its Corporate Trust Office of (A) written instructions given in accordance with the Depository Rules from a Depository Participant directing the Certificate Registrar to ~~register~~ credit or ~~qualify any Class~~ cause to be credited to another specified Depository Participant's account a beneficial interest in such Regulation S Book-Entry Certificate in an amount equal to the Denomination of ~~Non-Registered Certificates under~~ the ~~Securities Act or any other securities law or~~ beneficial interest to ~~take any action not otherwise required under this Agreement~~ be transferred, (B) a written order given in accordance with the Depository Rules containing information regarding the account of the Depository Participant to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shallbe credited with, and ~~does hereby agree to~~the account of the Depository Participant (or, ~~indemnify the Depositor~~if such account is held for Euroclear or Clearstream, the ~~Underwriters~~Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (C) a certificate in the form of Exhibit Q hereto given by the transferee, the Certificate ~~Administrator~~Registrar, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements as custodian of the ~~Securities Act~~ Book-Entry Certificates, shall debit the account of the transferring Regulation S Certificateholder and ~~any applicable state~~ credit or ~~foreign securities laws or is not made~~ cause to be credited to the account of the Person specified in ~~accordance with~~ such ~~federal, state or foreign laws.~~ instructions (~~c) No Transfer of a Certificate or any interest therein~~ who shall be ~~made (A) to any Plan~~ a Depository Participant acting for or ~~(B) to any Person who is directly or indirectly purchasing such Certificate or interest therein~~ on behalf ofof Euroclear or Clearstream, or both, as ~~named fiduciary of, as trustee of, or with assets of~~ the case may be) a ~~Plan, if the purchase and holding of such Certificate or~~ beneficial interest ~~therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result~~ in the ~~imposition of an excise tax under Section 4975 of~~ Regulation S Book-Entry Certificate having a Denomination equal to the ~~Code. Except~~ amount specified in ~~connection with~~such instructions by which the account to be debited was reduced upon such transfer.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (GE Commercial Mortgage Corporation, Series 2007-C1 Trust)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ F-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit F-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state~~ the Depositor shall furnish upon request of a Certificateholder or ~~foreign laws~~Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2 or Exhibit F-3 upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form. (c) No ~~Transfer~~ transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, any "plan" subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) ~~to any Plan~~ in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit G hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee; that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate as they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (b) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder." (F) Each investor in the Certificates will be deemed, by its investment in such Certificates, to represent that neither (a) the investor nor (b) any owner of a five percent or greater interest in the investor is an employer with employees covered by the General Electric Pension Trust. Any transfer in violation of this deemed representation will be void ab initio. (1) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (2) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. Any proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is ~~directly~~ a Disqualified Organization or ~~indirectly purchasing~~ agent thereof, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate, and the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. The transferor of such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar, the Master Servicer and the Special Servicer for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or ~~interest therein on behalf~~ eliminated; provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (A) written confirmation from each Rating Agency to the effect that the modification of, ~~as named fiduciary~~ addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause either of REMIC I or REMIC II to (x) cease to qualify as ~~trustee of~~a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or ~~with assets of~~ cause a ~~Plan, if the purchase and holding of such Certificate or interest therein by~~ Person other than the prospective Transferee ~~would result in~~ to be subject to a ~~violation~~ REMIC-related tax caused by the Transfer of ~~Section 406 or 407 of ERISA or Section 4975 of the Code, or~~ a ~~similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with~~Residual Certificate to a Person that is not a Permitted Transferee.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ Wells Fargo Bank, N.A. is hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate ~~Registrar for~~ Regist▇▇▇ ▇or the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor, the Master Servicers~~Paying Agent, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. ~~If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar.~~ The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at Wells Fargo Bank, ~~within thirty~~ N.A., as Certificate Registrar, Sixth Street and Marq▇▇▇▇▇ Avenue, Minneapolis, Minnesota 55479, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇e Securities Trust 2007-CIBC20, Com▇▇▇▇▇▇▇ ▇▇▇t▇▇▇▇ Pass-Through Certificates, Series 2007-CIBC20 (30the "Registrar Office") ~~days after~~ together with an assignment and transfer (executed by the ~~receipt~~ Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchaser to Centerline REIT Inc.) is to be made ~~without registration under the Securities Act (other than~~ in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, reliance upon ~~receipt, may conclusively rely upon) either: (i) a certificate~~ an exemption from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act~~. Except as provided in the following two paragraphs~~, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable ~~procedures of the Depository~~state securities laws, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withthen either:

Appears in 1 contract

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc20)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at [_________], [_______], [_________], Attention: [__________]--CWCapital Commercial Funding Corp., Commercial Mortgage Trust Series 200_-___. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with ~~the initial issuance of the Non-Registered Certificates or~~ a Transfer ~~of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case~~ of a Global Certificate for any Class of Book-Entry Non-Registered ~~Certificates, a Transfer thereof~~ Certificates to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or~~ F-2A or, with respect to each Definitive Non-Registered Certificate other than the Class R-I and Class R-II Certificates, as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~R-I and Class R-II Certificates, ~~such Opinion of Counsel~~ where the prospective Transferee must be ~~to the effect that such prospective Transferee is~~ a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. ~~If any~~ A Transferee of an interest in the Rule 144A Global Certificate that takes delivery for ~~any~~ a Class of Book-Entry Non-Registered Certificates ~~does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee~~ shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. ~~Notwithstanding the preceding paragraph, any~~ Any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred ~~(without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph)~~ by ~~the Depositor, any Affiliate of~~ the Depositor or any ~~Person designated in writing by~~ Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the ~~Book-Entry Non-Registered~~ Certificates to be ~~transferred~~transferred (such date of transfer, the "Transfer Date"). Upon delivery to the Certificate Registrar of such certification and ~~such~~ orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of ~~Book-Entry Non-Registered~~ Certificates and increase the denomination of the Regulation S Global Certificate for ~~such~~ the applicable Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. , provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the date (the "Release Date") which is 40 days after the Transfer Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. , provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such Class of Book-Entry Non-Registered~~ the Certificates to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the applicable Class ~~of Book-Entry Non-Registered Certificates,~~ being transferred and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in ▇▇▇▇▇ such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I of ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the ~~Code~~Code or any similar violation of Similar Law. Except in connection ~~with~~with Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the form of certification attached hereto as Exhibit G (with respect to Definitive Non-Registered Certificates) is acceptable for purposes of the preceding sentence. If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding sentence, then such Transferee (and in any event any owner of a Book-Entry Certificate that is not an Investment Grade Certificate) shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be deemed to have represented and warranted that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and (Y) is not sponsored (within the meaning of Se

Appears in 1 contract

Sources: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at [Name of Trustee], ______________________________, Attention: _______________________) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their ~~respective~~ ▇▇▇▇▇▇▇ive Affiliates oro▇, in ▇▇ the ~~case~~ ▇▇▇▇ of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ E-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~E-2A or, except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~R-I, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Class R-II or Class Z Certificates, as Exhibit ~~C-2B only)~~E-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer)~~ Buyer or, except in the case of the Class R-I, Class R-II or Class Z Certificates, an Institutional Accredited Investor, and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator, the ~~Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their ~~respective~~ ▇▇▇▇▇▇▇ive Affiliates), ~~then~~ ▇▇▇▇ the ~~Certificate~~ ▇▇▇▇ificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the -208- form attached hereto as Exhibit ~~C-2B~~E-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following ~~two paragraphs~~paragraph, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ E-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor~~Initial Purchasers, the Trustee, the Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at [_____________________________________], Attention: Global Securities and Trust Services Group--Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust Series 200[_]-[___]. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with ~~the initial issuance of the Non-Registered Certificates or~~ a Transfer ~~of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case~~ of a Global Certificate for any Class of Book-Entry Non-Registered ~~Certificates, a Transfer thereof~~ Certificates to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or~~ F-2A or, with respect to each Definitive Non-Registered Certificate other than the Class R-I and Class R-II Certificates, as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~R-I and Class R-II Certificates, ~~such Opinion of Counsel~~ where the prospective Transferee must be ~~to the effect that such prospective Transferee is~~ a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. ~~If any~~ A Transferee of an interest in the Rule 144A Global Certificate that takes delivery for ~~any~~ a Class of Book-Entry Non-Registered Certificates ~~does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee~~ shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. ~~Notwithstanding the preceding paragraph, any~~ Any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred ~~(without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph)~~ by ~~the Depositor, any Affiliate of~~ the Depositor or any ~~Person designated in writing by~~ Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the ~~Book-Entry Non-Registered~~ Certificates to be ~~transferred~~transferred (such date of transfer, the "Transfer Date"). Upon delivery to the Certificate Registrar of such certification and ~~such~~ orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of ~~Book-Entry Non-Registered~~ Certificates and increase the denomination of the Regulation S Global Certificate for ~~such~~ the applicable Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. , provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the date (the "Release Date") which is 40 days after the Transfer Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. , provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such Class of Book-Entry Non-Registered~~ the Certificates to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the applicable Class ~~of Book-Entry Non-Registered Certificates,~~ being transferred and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in ▇▇▇▇▇ such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I of ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the ~~Code~~Code or any similar violation of Similar Law. Except in connection ~~with~~with Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the form of certification attached hereto as Exhibit G (with respect to Definitive Non-Registered Certificates) is acceptable for purposes of the preceding sentence. If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding sentence, then such Transferee (and in any event any owner of a Book-Entry Certificate that is not an Investment Grade Certificate) shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be deemed to have represented and warranted that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at [address], shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ 156 effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state~~ the Depositor shall furnish upon request of a Certificateholder or ~~foreign laws~~Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit G-2 or Exhibit G-3 upon or prior to such transfer. (c) No ~~Transfer~~ transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, any "plan" described by Section 4975(e)(1) of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) in the case of a Certificate other than a Residual Certificate, a Class Z-I Certificate or a Class Z-II Certificate, the transferee is an insurance company general account and (1) it is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited 157 Transaction Class Exemption 95-60 ("PTCE 95-60"), including the requirement that there is no "plan" (as defined in PTCE 95-60) with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such plan and all other plans maintained by the same employer (or any "affiliate" thereof as defined in PTCE 95-60) or by the same employee organization exceeds __% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60), and will continue to satisfy such requirements thereafter, (2) each Plan invested in such general account qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (3) it will obtain from each of its transferees that is an insurance company general account a written representation that such transferee satisfies the requirements described in the preceding clauses (1) and (2) and a written agreement of the type described in this clause (3), or (B) ~~to any~~ in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate, a Class Z-I Certificate or a Class Z-II Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who ~~is directly or indirectly purchasing~~ acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit H hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or ~~interest therein on behalf of, as named fiduciary of, as trustee of,~~ who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or ~~with assets of a Plan, if the purchase and holding~~ acquisition of such ~~Certificate or interest therein~~ Ownership Interest to have agreed to be bound by the ~~prospective Transferee would result~~ following provisions and to have irrevocably authorized the Trustee under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a ~~violation~~ Residual Certificate are expressly subject to the following provisions: (1) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of ~~Section 406~~ any change or ~~407 of ERISA or Section 4975 of the Code, or~~ impending change in its status as a ~~similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with~~Permitted Transferee.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers,~~ Servicer and the Special ~~Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer, shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities ~~Act (~~Act, other than ~~in connection with the initial issuance of the Non-Registered Certificates or~~ a ~~Transfer of such Certificate~~ transfer by the ~~Depositor, any Underwriter~~ Depositor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03)an Affiliate thereof, then the ~~Certificate Registrar~~ Trustee shall ~~refuse~~ require, in order to ~~register~~ assure compliance with such ~~Transfer unless~~ laws, receipt by it ~~receives (and, upon receipt, may conclusively rely upon) either~~and the Depositor of: (i) if such transfer is purportedly being made in reliance upon Rule 144A under the Securities Act, a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto; and (ii) in all other cases, (A) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ B-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate transferee substantially in the form attached hereto as Exhibit ~~C-2B only); or~~ B-3, and (iiB) unless the Depositor directs otherwise, an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee and the Depositor to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without such registration ~~under the Securities Act~~ (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ 128 Trustee and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (ci) No ~~Transfer~~ transfer of a Senior Certificate or any interest therein shall be made (A) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if unless: (x) (1) such Plan qualifies as an eligible investor under the terms of Prohibited Transaction Exemption 94-29 (granted to certain affiliates of the Depositor) and (2) at the time of such transfer, the Senior Certificates continue to be rated in one of the top three rating categories by at least one Rating Agency or (y) the purchase and holding of such Certificate or interest therein by is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Prohibited Transaction Class Exemption 95-60. Each Person who acquires any Senior Certificate or interest therein shall be deemed to have certified that the foregoing conditions are satisfied. (ii) No transfer of a Subordinated Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, unless: (x) in the case of a Subordinated Certificate that constitutes a Book-Entry Certificate, the purchase and holding of such Certificate or interest therein is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Prohibited Transaction Class Exemption 95-60: or (y) in the case of a Subordinated Certificate that is held as a Definitive Certificate, the prospective ~~Transferee would~~ transferee provides the Trustee, the Depositor and the Master Servicer with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Trustee, the Depositor and the Master Servicer that such transfer will not result in a violation of Section 406 ~~or 407~~ of ERISA or Section 4975 of the ~~Code~~Code or cause the Master Servicer, the Special Servicer or the Trustee to be deemed a ~~similar violation under Similar Law,~~ fiduciary of such Plan or ~~would~~ result in the imposition of an excise tax under Section 4975 of the Code. ~~Except~~ Each Person who acquires any Subordinated Certificate or interest therein (unless it shall have delivered the certification of facts and Opinion of Counsel referred to in ~~connection with~~the preceding sentence) shall be deemed to have certified that it is neither a Plan nor any Person who is directly or indirectly purchasing such Subordinated Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (or, alternatively, in the case of a Book-Entry Certificate or interest therein, that the purchase and holding of such Certificate or interest therein is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Prohibited Transaction Class Exemption 95-60). The Trustee may require that any prospective transferee of a Subordinated Certificate that is held as a Definitive Certificate, provide such certifications as the Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not a Plan 129 or a Person who is directly or indirectly purchasing such Certificate on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. The Trustee shall not have any responsibility to monitor or restrict the transfer of Ownership Interests in any Subordinated Certificates which are in the form of a Book-Entry Certificate.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate ~~Registrar~~ Registrar") a register (the "Certificate ~~Register~~ Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is ~~hereby~~ initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor~~, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The ~~Depositor~~Depositor and, ~~the Trustee, the Certificate Administrator (~~if it is ~~not~~ no longer the Certificate Registrar), the ~~Master Servicers and the Special Servicers~~ Trustee shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate~~ Every Certificateholder agrees with ~~other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then~~ the Certificate Registrar ~~shall, within thirty (30) days after~~ and the ~~receipt of such request, afford (or cause any other~~ Trustee that neither the Certificate Registrar ~~to afford)~~ nor the ~~requesting Holders access during normal business hours~~ Trustee shall be held accountable by reason of the disclosure of any such information as to the ~~most recent list~~ names and addresses of the Certificateholders ~~held by~~ hereunder, regardless of the ~~Certificate Registrar~~source from which such information was derived. (b) ~~No Transfer~~ Subject to the preceding subsections, upon surrender for registration of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales transfer of any Certificate ~~are made in any jurisdiction outside~~ at the offices of the ~~United States, its territories and possessions~~Certificate Registrar maintained for such purpose, the ~~Person making such offers~~ Trustee shall execute and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall ~~refuse to register such Transfer unless it receives (and~~authenticate and deliver, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of ~~Cede & Co. as nominee of~~ the ~~Depository. Notwithstanding the preceding paragraph~~designated transferee or transferees, ~~after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered~~ one or more new Certificates ~~may be transferred by a Certificate Owner to any Person who takes delivery in the form~~ of a ~~beneficial interest in the Rule 144A Global Certificate for such~~ like Class ~~of Certificates upon delivery to the Certificate Registrar~~ and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsaggregate Percentage Interest. (c) ~~No Transfer~~ At the option of any Holder, its Certificates may be exchanged for other Certificates of the same Class of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates which the Certifi cateholder making the exchange is entitled to receive. (d) Every Certificate presented or ~~any interest therein~~ surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. (e) No service charge shall be made ~~(A) to~~ for any ~~Plan~~ transfer or ~~(B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of~~exchange of Certificates, ~~as named fiduciary of, as trustee of, or with assets~~ but the Trustee may require payment of a ~~Plan, if the purchase~~ sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (f) All Certificates surrendered for transfer and ~~holding of such Certificate or interest therein~~ exchange shall be destroyed by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withCertificate Registrar without liability on its part.

Appears in 1 contract

Sources: Pooling Agreement (Bear Stearns Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, is ~~hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of~~ hereb▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇f registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. ~~If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar.~~ The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, that in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at LaSalle Bank National Association, ~~within thirty~~ located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentio▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇-▇▇P12 (30the "Registrar Office") ~~days after~~ together with an assign▇▇▇▇ ▇▇▇ ▇▇ansfer (executed by the ~~receipt~~ Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Depositor or the Placement Agent to JER Investors Trust Inc.) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the ~~Securities Act~~ applicable state securities laws, then either: (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of i) Rule 144A Book-Entry ~~Non-Registered Certificates, a Transfer thereof~~ Certificate to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Regulation S Book-Entry ~~Non-Registered Certificates is to be made without registration under~~ Certificate During the ~~Securities Act (other than~~ Restricted Period. If, during the Restricted Period, a Certificate Owner of an interest in ~~connection with the initial issuance of the~~ a Rule 144A Book-Entry ~~Non-Registered Certificates or a Transfer of~~ Certificate wishes at any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring~~ time to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an transfer its beneficial interest in such Rule 144A ~~Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of~~ Book-Entry ~~Non-Registered Certificates does not, in connection with the subject Transfer, deliver~~ Certificate to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who ~~takes~~ wishes to take delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery thereof in the form of a beneficial interest in a ~~Rule 144A Global~~ Regulation S Book-Entry Certificate, such Certificate ~~upon delivery~~ Owner may, in addition to ~~the Certificate Registrar~~ complying with all applicable rules and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository and Clearstream or Euroclear applicable to ~~direct~~ transfers by their respective participants (the ~~Certificate Administrator to credit~~ "Applicable Procedures"), transfer or cause the ~~account~~ transfer of ~~a Depository Participant by the denomination of the transferred interests in~~ such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest for an equivalent beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-~~Registered~~ Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who ~~takes~~ wishes to take delivery ~~other than~~ thereof in the form of a beneficial interest in ~~such~~ a Regulation S ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). ~~On and prior~~ Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to ~~the Release Date, each Certificate Owner desiring~~ credit or cause to ~~effect any Transfer of an~~ be credited to another specified Depository Participant's account a beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-~~Registered Certificates~~ Entry Certificate to ~~another Person who takes delivery~~ be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit M hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry ~~Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global~~ Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for to a ~~Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any~~ Person who ~~takes~~ wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate ~~for such Class~~ only upon compliance with the provisions of ~~Certificates upon delivery to~~ this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar ~~and the Certificate Administrator~~ at its Registrar Office of (x1) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written ~~orders and~~ instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and given in accordance with the ~~applicable procedures of~~ Applicable Procedures from a Depository Participant directing the ~~Depository, shall reduce~~ Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the ~~denomination of the Regulation S Global Certificate in respect of such Class of~~ Rule 144A Book-Entry ~~Non-Registered Certificates, and increase~~ Certificate in an amount equal to the ~~denomination of the Rule 144A Global Certificate for such Class, by the denomination~~ Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such ~~Class~~ account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit N hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such ~~orders and instructions. None~~ instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the ~~Depositor, the Underwriters, the~~ Regulation S Book-Entry Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if was reduced upon such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawstransfer. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 1 contract

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp12)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Securitization Trust Services Group - LB-UBS Commercial Mortgage Trust 2004-C7. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B~~ F-2A or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer ~~(except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer)~~ and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F- 2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the ~~Depositor,~~ Depositor or any Affiliate of ~~the Depositor or any Person designated in writing by~~ the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and ~~such~~ orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Regulation S Release Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Regulation S Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Regulation S Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such~~ the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, except in the case of a Residual Interest Certificate or a Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that is an Investment Grade Certificate (other than, if applicable, a Residual Interest Certificate or a Class V Certificate) that is being acquired by o

Appears in 1 contract

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C7)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Corporate Trust Services - Citigroup Commercial Mortgage Trust 2008-C7) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master Servicers~~, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), ~~the~~ each Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by~~ Agreement, together with a written copy of the communication ~~which such Holders propose~~ to ~~transmit~~be sent to those other Certificateholders, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the~~ requesting ~~Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate or any interest therein shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a~~ initial Transfer ~~of such Certificate~~ thereof by the ~~Depositor~~Depositor or the Initial Purchasers or, as contemplated by Section 5.03, any ~~Underwriter or any of their respective Affiliates or, in the case~~ Transfer of a Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof~~ to a successor ~~Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03~~Depository), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or ~~as Exhibit C-2B~~ (except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class R ~~Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Certificates) as Exhibit ~~C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer~~Buyer or (except in the case of a Class R Certificate) an Institutional Accredited Investor and that such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, ~~the~~ any Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered ~~Certificates~~ Certificate or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ the Initial Purchasers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~G-4, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ G-4 hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global ~~Certificate~~ Certificate, if any, for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate, if any, for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in a Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit G-5 hereto to the effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in a Regulation S Global Certificate for any class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit G-5 hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate, if any, for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificates for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificates set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. ~~Correspondingly~~The Class L, ~~any interest in a Non-Registered Certificate (other than a~~ Class ~~V or~~ M, Class ~~R Certificate) held as a Definitive Certificate~~ N, Class O, Class P, Class Q and Class S Certificates may only be ~~transferred by any Certificateholder holding such interest~~ sold to ~~any~~ Institutional Accredited Investors and Qualified Institutional ~~Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar~~ Buyers, and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no ~~beneficial interest in the~~ Regulation S Global Certificate ~~for any~~ will be issued with respect thereto. The Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Y Certificates may only be ~~held only through Euroclear or Clearstream. The Regulation S Global Certificate for each~~ sold to Institutional Accredited Investors and Qualified Institutional Buyers, and the Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered R Certificates may only be ~~transferred by a Certificate Owner~~ sold to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsQualified Institutional Buyers. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any ~~Certificateholder~~ Holder or Certificate Owner ~~desiring to effect~~ of a ~~Transfer of any~~ Non-Registered Certificate desiring to effect such a Transfer shall, and upon acquisition of such a Certificate or interest therein ~~shall, and does hereby agree~~ shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters, the~~ Certificate ~~Administrator, the Trust Advisor~~Registrar, the Trustee, the ~~Master Servicers, the Special Servicers, the Tax Administrator~~ Depositor and ~~the Certificate Registrar~~ their respective Affiliates against any liability that may result if ~~such~~ the Transfer is not so exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or the initial Transfer of a Non-Registered Certificate or any interest therein by the Depositor or any of its Affiliates or, as contemplated by Section 5.03, any Transfer of a Global Certificate to a successor Depository, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, except in the case of a Class Y or Class R Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Non-Registered

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2008-C7)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at ▇▇▇▇▇ Fargo Center, Sixth and Marquette, MAC# ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ 55479-0113) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~other parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the ~~predecessor Certificate Registrar~~ Trustee may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more ~~Holders~~ Certificateholders make a written request to the ~~Certificate Registrar~~Trustee, and such request states that such ~~Holders~~ Certificateholders desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication ~~which~~ that such ~~Holders~~ requesting Certificateholders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting ~~Holders~~ Certificateholders access during normal business hours to, or deliver to the requesting Certificateholders a copy of, the most recent list of Certificateholders held by the Certificate ~~Registrar~~Registrar (which list shall be current as of a date no earlier than 30 days prior to the Trustee's receipt of such request). Every Certificateholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Certificateholder regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall be made unless that ~~Transfer~~ transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If ~~offers and sales~~ a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of any Non-Registered ~~Certificates or a Transfer of such~~ Certificate by the ~~Depositor, any Underwriter~~ Depositor or ~~any~~ an Affiliate of ~~their respective Affiliates~~ the Depositor or, in the case of a ~~Global Certificate for any Class of~~ Book-Entry Non-Registered ~~Certificates~~Certificate, ~~a Transfer thereof~~ any transfer of such Certificate to a successor Depository or to the applicable Certificate ~~Owner(s)~~ Owner in accordance with Section ~~5.03~~5.03(c)), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1A; or (ii) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit F-1B and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B~~ F-2A or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B; or (iiiii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust ~~Fund~~ or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator, the Certificate Administrator~~Servicer, the Trustee, ~~the Custodian~~ any Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a ~~Transfer~~ transfer of ~~any~~ an interest in ~~the Rule 144A Global Certificate for~~ any ~~Class of~~ Book-Entry Non-Registered ~~Certificates~~ Certificate that relates to a Rule 144A Global Certificate or an IAI Global Certificate is to be made without registration under the -176- Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of an interest in a Book-Entry Non-Registered ~~Certificates or a Transfer of any interest therein~~ Certificate by the Depositor or an Affiliate of the Depositor~~, any Underwriter or any of their respective Affiliates~~), then the Certificate Owner desiring to effect such ~~Transfer~~ transfer shall ~~be required to obtain either~~ require from its prospective Transferee: (i) a certificate ~~from such Certificate Owner’s prospective Transferee~~ substantially in the form attached ~~hereto~~ either as Exhibit ~~C-2B,~~ F-2C hereto or as Exhibit F-2D hereto; or (ii) an Opinion of Counsel to the effect that ~~the prospective Transferee is a Qualified Institutional Buyer, and that~~ such ~~Transfer~~ transfer may be made without registration under the Securities Act. ~~Except as provided in the following two paragraphs, no~~ Any interest in ~~the Rule 144A Global Certificate for any Class of~~ a Book-Entry Non-Registered ~~Certificates~~ Certificate that relates to a Rule 144A or an IAI Global Certificate shall not be transferred to any Person who takes delivery other than in the form of an interest in one of those two Global Certificates for the subject Class; provided that if the transferee is to take an interest in either such ~~Rule 144A~~ Global Certificate for any Class and the transferor had held the interest to be transferred in the other such Global Certificate, then the transferor shall notify the Trustee and deliver thereto a copy of the transfer certificate delivered by the transferee in accordance with the prior sentence, whereupon the Trustee shall make the appropriate debits and credits to the denominations of those Global Certificates. If any Transferee of an interest in ~~the Rule 144A Global Certificate for any Class of~~ a Book-Entry Non-Registered ~~Certificates~~ Certificate that relates to a Rule 144A or an IAI Global Certificate does not, in connection with the subject ~~Transfer~~transfer, deliver to the Transferor the Opinion of Counsel or one of the ~~certification~~ certifications described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in either Exhibit ~~C-2B~~ F-2C or Exhibit F-2D hereto are, with respect to the subject ~~Transfer~~transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate ~~for a~~ or the IAI Global Certificate in respect of the Class ~~of Book~~A-~~Entry Non~~CP, Class A-~~Registered~~ X, Class A-Y, Class E, Class F or Class G Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the ~~Depositor,~~ Depositor or any Affiliate of ~~the Depositor or any Person designated in writing by~~ the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class ~~of Certificates~~ upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such ~~Transfer~~ transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A or IAI Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the ~~Book~~Class A-~~Entry Non~~CP, Class A-~~Registered~~ X, Class A-Y, Class E, Class F or Class G Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and ~~such~~ orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A or IAI Global Certificate in respect of the ~~applicable~~ Class ~~of Book~~A-~~Entry Non~~CP, Class A-~~Registered Certificates~~ X, Class A-Y, Class E, Class F or Class G Certificates, and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery On and prior to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred Release Date, beneficial interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Temporary Global Certificate ~~for any~~ in respect of the Class ~~of Book~~A-~~Entry Non~~CP, Class A-~~Registered~~ X, Class A-Y, Class E, Class F or Class G Certificates shall not be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Temporary Global Certificate~~. On~~ , and ~~prior to~~ the ~~Release Date, each~~ Certificate Owner desiring to effect ~~any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in~~ such ~~Regulation S Global Certificate~~ transfer shall be required to obtain from such Certificate Owner’s 's prospective Transferee a ~~written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person~~Regulation S Certificate. ~~On or prior to~~ Not earlier than the Release Date, beneficial interests in the Regulation S Temporary Global Certificate in respect of the Class A-CP, Class A-X, Class A-Y, Class E, Class F or Class G Certificates shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for ~~each~~ such Class. Beneficial interests in the Regulation S Temporary Global Certificates in respect of the Class ~~of Book~~A-~~Entry Non~~CP, Class A-~~Registered~~ X, Class A-Y, Class E, Class F or Class G Certificates may be held only through Euroclear or Clearstream. The Regulation S Permanent Global ~~Certificate for each~~ Certificates in respect of the Class ~~of Book~~A-~~Entry Non~~CP, Class A-~~Registered~~ X, Class A-Y, Class E, Class F or Class G Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a ~~Transfer~~ transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, ~~the Underwriters, the Certificate Administrator, the Trust Advisor~~CSFBC, the Trustee, any Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator~~ Servicer and the Certificate Registrar against any liability that may result if such ~~Transfer~~ transfer, sale, pledge or other disposition is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a any Certificate or ~~any~~ interest therein shall be made (A) to any ~~Plan~~ retirement plan or other employee benefit plan, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate ~~or interest therein~~ on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Certificates or any transfer of a Non-Registered Certificate by the Depositor or an Affiliate of the Depositor or, in the case of a Book-Entry Non-Registered Certificate, any transfer of such Certificate to a successor Depositary or to the applicable Certificate Owner in accordance with Section 5.03(c), the Certificate Registrar shall refuse to register the transfer of a Non-Registered Certificate unless it has received from the prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and continued holding of such Certificate by such prospective Transferee is exempt from the prohibited transaction provisions of Section 406 and 407 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) in the case of a Non-Registered Certificate that is rated investment grade by at least one of the Rating Agencies and is being acquired by or on behalf of a Plan in reliance on the Underwriter Exemption, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, any Exemption-favored Party, the Depositor, either Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to Mortgage Loans constituting 5% of the aggregate unamortized principal of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it will obtain from each of its Transferees a written representation that such Transferee, if a Plan, satisfies the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees that are Plans a similar written representation regarding satisfaction of the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar or the Trust) which otherwise establish to the reasonable satisfaction of the Trustee that such transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the form of certification attached hereto as Exhibit G-1 is acceptable for purposes of the preceding sentence. Except in connection with the initial issuance of the Certificates or any transfer of an interest in a Book-Entry Non-Registered Certificate by the Depositor or an Affiliate of the Depositor, the Certificate Owner desiring to effect a transfer of an interest in a Book-Entry Non-Registered Certificate shall obtain from its prospective Transferee either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such interest in such Certificate on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) if such Certificate is rated investment grade by at least one of the Rating Agencies and interest in such Certificate is being acquired by or on behalf of a Plan in reliance on the Underwriter Exemption, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or any Borrower with respect to Mortgage Loans constituting 5% of the aggregate unamortized principal of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it will obtain from each of its Transferees a written representation that such Transferee, if a Plan, satisfies the requirements of the immediately preceding clauses (ii)(X) and (ii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees that are Plans a similar written representation r

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Credit Suisse Fr Bs Mor Sec Cp Com Mor Ps Th Ce Ser 2001-Ck1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; Attn: Corporate Trust Services--▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ E-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~E-2A or, except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~R-I, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Class R-II or Class Z Certificates, as Exhibit ~~C-2B only)~~E-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer)~~ Buyer or, except in the case of the Class R-I, Class R-II or Class Z Certificates, an Institutional Accredited Investor, and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator, the ~~Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~E-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following ~~two paragraphs~~paragraph, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ E-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor~~Initial Purchasers, the Trustee, any Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. The foregoing sentence notwithstanding, no Transfer of the Class Z, Class R-I and R-II Certificates shall be made to a Plan or to a Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, except in the case of the Class Z, Class R-I and Class R-II Certificates, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Section 4975 of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Exemption, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Fiscal Agent, any Exemption-Favored Party or any Mortgagor with respect to Trust Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of all the Trust Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it will obtain from each of its Transferees that is a Plan a written representation that such Transferee satisfies the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees that is a Plan a similar written representation regarding satisfaction of the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) alternatively, except in the case of the Class R-I and Class R-II Certificates, a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the forms of certification attached hereto as Exhibit F-1 (in the case of Definitive Non-Registered Certificates) and Exhibit F-2 (in the case of ownership interests in Book-Entry Non-Registered Certificates) are acceptable for purposes of the preceding sentence. If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) or the Transferor (in the case of ownership interests in a Book-Entry Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of -207- Sections 406 and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Section 4975 of the Code. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such disposition. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the REMIC Administrator and the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt, of an affidavit and agreement substantially in the form attached hereto as Exhibit G-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of either the Trustee or the Certificate Regist

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-McP1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Securities and Trust Services Group--LB-UBS Commercial Mortgage Trust 2005-C7. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~F-2A or, except ~~that,~~ in the case of ~~any proposed transfer of~~ a ~~Class R~~ Residual Interest Certificate, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ as Exhibit ~~C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (~~except that~~or, in the case of ~~any proposed transfer of a Class R~~ Residual Interest Certificate, ~~such Opinion of Counsel must be~~ to the effect that ~~such~~ the prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a -291- Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit F-2D hereto to the effect that such Transferee is not a United States Securities Person. If any -292- Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2D hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf

Appears in 1 contract

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C7)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, M▇▇▇▇▇ota 55479-6113), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ F-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit F-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state~~ the Depositor shall furnish upon request of a Certificateholder or ~~foreign laws~~Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2 or Exhibit F-3 upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form. (c) No ~~Transfer~~ transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, any "plan" subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) ~~to any Plan~~ in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit G hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee; that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate as they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (b) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder." (1) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (2) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. Any proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is ~~directly~~ a Disqualified Organization or ~~indirectly purchasing~~ agent thereof, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate, and the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. The transferor of such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar, the Master Servicer and the Special Servicer for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or ~~interest therein on behalf~~ eliminated, provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (A) written confirmation from each Rating Agency to the effect that the modification of, ~~as named fiduciary~~ addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause any of the Component Loan REMIC, REMIC I or REMIC II to (x) cease to qualify as ~~trustee of~~a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or ~~with assets of~~ cause a ~~Plan, if the purchase and holding of such Certificate or interest therein by~~ Person other than the prospective Transferee ~~would result in~~ to be subject to a ~~violation~~ REMIC-related tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee. (e) Subject to the preceding provisions of this Section ~~406 or 407~~ 5.02, upon surrender for registration of ~~ERISA or Section 4975~~ transfer of any Certificate at the offices of the ~~Code~~Certificate Registrar maintained for such purpose, ~~or a similar violation under Similar Law~~the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, ~~or would result~~ in the ~~imposition of an excise tax under Section 4975~~ name of the ~~Code. Except in connection with~~designated transferee or transferees, one or more new Certificates of the same Class of a like aggr

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C16)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Atte▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇--▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇cial Mortgage Trust, Series CD 2007-CD4) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Certificate Administrator, the Trustee, the ~~Depositor,~~ Special Servicer and the Master Servicers~~, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the~~ Certificate Administrator (if it is ~~not~~ no longer the Certificate Registrar), the Trustee, each Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by~~ Agreement, together with a written copy of the communication ~~which such Holders propose~~ to ~~transmit~~be sent to those other Certificateholders, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the~~ requesting ~~Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate or any interest therein shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a~~ initial Transfer ~~of such Certificate~~ thereof by the Depositor, ~~any Underwriter~~ the Initial Purchasers or ~~any of~~ their respective Affiliates or, ~~in the case~~ as contemplated by Section 5.03, any Transfer of a Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof~~ to a successor ~~Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03~~Depository), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or ~~as Exhibit C-2B~~ (except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class R ~~Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Certificates) as Exhibit ~~C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer~~Buyer or (except in the case of a Class R Certificate) an Institutional Accredited Investor and that such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, ~~the~~ any Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator~~Servicer, the Certificate Administrator, the ~~Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered ~~Certificates~~ Certificate or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ the Initial Purchasers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~G- 4, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ G-4 hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Certificate Administrator (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate ~~Administrator~~ Administrator, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such ~~certification~~ certifications and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. ~~Also notwithstanding the foregoing, any~~ No beneficial interest in ~~a Rule 144A~~ the Regulation S Global Certificate ~~with respect to~~ for any Class of Book-Entry Non-Registered Certificates may be ~~transferred~~ held by any Person that is a United States Securities Person. Any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect ~~such~~ any Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be ~~transferred~~ required to ~~any Person who takes delivery other than~~ obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form ~~of a beneficial interest~~ set forth in ~~such Regulation S Global Certificate. On and prior~~ Exhibit G-5 hereto to the ~~Release Date, each Certificate Owner desiring to~~ effect that such Transferee is not a United States Securities Person. If any ~~Transfer~~ Transferee of an interest in the Regulation S Global Certificate for any ~~Class~~ class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to ~~another Person who takes delivery~~ the Transferor the certification described in the ~~form of a beneficial interest in~~ preceding sentence, then such ~~Regulation S Global Certificate~~ Transferee shall be ~~required~~ deemed to ~~obtain from such Certificate Owner’s prospective Transferee a written certification substantially in~~ have represented and warranted that all the ~~form~~ certifications set forth in Exhibit ~~C-3B~~ G-5 hereto ~~certifying that such Transferee is an institution that is not a United States Securities Person. On or prior~~ are, with respect to the ~~Release Date~~subject Transfer, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository true and ~~registered in the name of Cede & Co. as nominee of the Depository~~correct. Notwithstanding the preceding paragraph~~, after the Release Date~~, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred ~~by a Certificate Owner~~ to any ~~Person who~~ Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global ~~Certificate~~ Certificates for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificates ~~upon delivery~~ set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Certificate Administrator of (xA) ~~a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and~~ a certificate from such Certificate ~~Owner’s~~ Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee ~~substantially~~ in accordance with the ~~form attached hereto as Exhibit C-2B~~ second sentence of the third paragraph of this Section 5.02(b) and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such~~ the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such ~~certification~~ certification(s) and/or Opinion of Counsel and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Global Certificate. Upon delivery to the Certificate Registrar and the Certificate Administrator of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Global Certificate by the denomination of the transferred interests in such Global Certificate, and shall cause a Definitive Certificate of the same Class as such Global Certificate, and in a denomination equal to the reduction in the denomination of such Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. None of the Depositor, the ~~Underwriters, the~~ Certificate Administrator, the ~~Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any ~~Certificateholder~~ Holder or Certificate Owner ~~desiring to effect~~ of a ~~Transfer of any~~ Non-Registered Certificate desiring to effect such a Transfer shall, and upon acquisition of such a Certificate or interest therein ~~shall, and does hereby agree~~ shall be deemed to have agreed to, indemnify ~~the Depositor, the Underwriters,~~ the Certificate Administrator, the ~~Trust Advisor~~Certificate Registrar, the Trustee, the ~~Master Servicers, the Special Servicers, the Tax Administrator~~ Depositor and ~~the Certificate Registrar~~ their respective Affiliates against any liability that may result if ~~such~~ the Transfer is not so exempt from -274- the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts i▇ ▇▇▇ch such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or the initial Transfer of a Non-Registered Certificate or any interest therein by the Depositor or any of its Affiliates or, as contemplated by Section 5.03, any Transfer of a Global Certificate to a successor Depository, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, except in the case of a Class Y or Class R Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that

Appears in 1 contract

Sources: Pooling and Servicing Agreement (CD 2007-Cd4 Commercial Mortgage Trust)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office of the Certificate Administrator) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master Servicers, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master Servicers and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ E-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~E-2A or, except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~V, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Class Y, Class Z, Class R-I or Class R-II Certificates, as Exhibit ~~C-2B only)~~E-2B; or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer)~~ Buyer or, except in the case of the Class V, Class Y, Class Z, Class R-I or Class R-II Certificates, an Institutional Accredited Investor, and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special ~~Servicers, the Tax Administrator~~Servicer, the Certificate ~~Administrator, the Trustee, the Custodian~~ Administrator or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~E-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ E-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Certificate Administrator (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate ~~Administrator~~ Administrator, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such ~~certification~~ certifications and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. ~~Also notwithstanding the foregoing, any~~ No beneficial interest in ~~a Rule 144A~~ the Regulation S Global Certificate ~~with respect to~~ for any Class of Book-Entry Non-Registered Certificates may be ~~transferred~~ held by any Person that is a United States Securities Person. Any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect ~~such~~ any Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be ~~transferred~~ required to ~~any Person who takes delivery other than~~ obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form ~~of a beneficial interest~~ set forth in ~~such Regulation S Global Certificate. On and prior~~ Exhibit E-2D hereto to the ~~Release Date, each Certificate Owner desiring to~~ effect that such Transferee is not a United States Securities Person. If any ~~Transfer~~ Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to ~~another Person who takes delivery~~ the Transferor the certification described in the ~~form of a beneficial interest in~~ preceding sentence, then such ~~Regulation S Global Certificate~~ Transferee shall be ~~required~~ deemed to ~~obtain from such Certificate Owner’s prospective Transferee a written certification substantially in~~ have represented and warranted that all the ~~form~~ certifications set forth in Exhibit ~~C-3B~~ E-2D hereto ~~certifying that such Transferee is an institution that is not a United States Securities Person. On or prior~~ are, with respect to the ~~Release Date~~subject Transfer, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository true and ~~registered in the name of Cede & Co. as nominee of the Depository~~correct. Notwithstanding the preceding paragraph~~, after the Release Date~~, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred ~~by a Certificate Owner~~ to any ~~Person who~~ Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of ~~Certificates upon delivery~~ Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Certificate Administrator of (xA) ~~a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and~~ a certificate from such Certificate ~~Owner’s~~ Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee ~~substantially~~ in accordance with the ~~form attached hereto as Exhibit C-2B~~ second sentence of the third paragraph of this Section 5.02(b) and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such~~ the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such ~~certification~~ certification(s) and/or Opinion of Counsel and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Global Certificate. Upon delivery to the Certificate Registrar and the Certificate Administrator of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Global Certificate by the denomination of the transferred interests in such Global Certificate, and shall cause a Definitive Certificate of the same Class as such Global Certificate, and in a denomination equal to the reduction in the denomination of such Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. None of the Depositor, the ~~Underwriters~~Trustee, the Certificate ~~Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax~~ Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor~~Initial Purchasers, the Trustee, any Fiscal Agent, the Master Servicers, the Special ~~Servicers~~Servicer, the ~~Tax~~ Certificate Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code or any other federal, state, local or foreign law ("Similar Law") that is substantially similar to Section 405 or 407 of ERISA or Section 4975 of the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a non-exempt violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code,~~ Code or ~~a similar violation under~~ Similar ~~Law,~~ Law or would result in the imposition of an excise tax under Section 4975 of the Code. The foregoing sentence notwithstanding, no Transfer of the Class V, Class Y, Class Z, Class R-I and R-II Certificates shall be made to a Plan or to a Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such C

Appears in 1 contract

Sources: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2007-9)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at 1▇▇ ▇. ▇▇▇▇▇▇▇ Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services Group-First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2002-C1), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Paying Agent is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If ~~the Certificate Administrator resigns or~~ LaSalle Bank National Association is removed ~~in accordance with the terms hereof~~as Paying Agent, ~~the successor certificate administrator~~ then LaSalle Bank National Association shall ~~immediately succeed to its duties~~ be removed as Certificate Registrar. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state~~ the Depositor shall furnish upon request of a Certificateholder or ~~foreign laws~~Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Paying Agent, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Paying Agent, the Depositor and the transferor of such Certificate the information set forth on Exhibit G-2 or Exhibit G-3 upon or prior to such transfer. (c) No ~~Transfer~~ transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, a "plan" described by Section 4975(e)(1) of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) ~~to any Plan~~ in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemption as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit H hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (1) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (2) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit I (a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (3) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (4) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit I-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (5) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Paying Agent written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer, the Special Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. Any proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is ~~directly~~ a Disqualified Organization or ~~indirectly purchasing~~ agent thereof, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate, and the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. The transferor of such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar, the Master Servicer and the Special Servicer for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or ~~interest therein on behalf~~ eliminated, provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (1) written confirmation from each Rating Agency to the effect that the modification of, ~~as named fiduciary~~ addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (2) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause either REMIC I or REMIC II to (x) cease to qualify as ~~trustee of~~a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or ~~with assets of~~ cause a ~~Plan, if the purchase and holding of such Certificate or interest therein by~~ Person other than the prospective Transferee ~~would result in~~ to be subject to a ~~violation~~ REMIC-related tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee. (e) Subject to the preceding provisions of this Section ~~406 or 407~~ 5.02, upon surrender for registration of ~~ERISA or Section 4975~~ transfer of any Certificate at the offices of the ~~Code~~Certificate Registrar maintained for such purpose, ~~or a similar violation under Similar Law~~the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, ~~or would result~~ in the ~~imposition of an excise tax under Section 4975~~ name of the ~~Code~~designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. (f) At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. ~~Except in connection with~~Whenever any Certificates are so surrendered for exchange, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (g) Every Certificate presented or surrendered for transfer or exchange

Appears in 1 contract

Sources: Pooling and Servicing Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at ▇▇▇▇▇ Fargo Center, Sixth and Marquette, MAC# ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ 55479-0113) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~other parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the ~~predecessor Certificate Registrar~~ Trustee may prescribe, ~~provided~~ PROVIDED that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor~~, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar)~~, the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more ~~Holders~~ Certificateholders make a written request to the ~~Certificate Registrar~~Trustee, and such request states that such ~~Holders~~ Certificateholders desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication ~~which~~ that such ~~Holders~~ requesting Certificateholders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting ~~Holders~~ Certificateholders access during normal business hours to, or deliver to the requesting Certificateholders a copy of, the most recent list of Certificateholders held by the Certificate ~~Registrar~~Registrar (which list shall be current as of a date no earlier than 30 days prior to the Trustee's receipt of such request). Every Certificateholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Certificateholder regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall be made unless that ~~Transfer~~ transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If ~~offers and sales~~ a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate (other than a Book-Entry Non-Registered Certificate) is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of such Non-Registered ~~Certificates or a Transfer of such~~ Certificate by the ~~Depositor, any Underwriter~~ Depositor or ~~any~~ an Affiliate of ~~their respective Affiliates~~ the Depositor or, in the case of a Global Certificate, any transfer of such Certificate ~~for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof~~ to a successor Depository or or, in the case of a Definitive Certificate issued with respect to a Global Certificate, any transfer of such Certificate to the applicable Certificate ~~Owner(s)~~ Owner in accordance with ~~Section 5.03~~SECTION 5.03(c)), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached hereto as ~~Exhibit C-1A~~ EXHIBIT F-1A; or (ii) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached -204- hereto as EXHIBIT F-1B and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as ~~Exhibit C-1B~~ EXHIBIT F-2A or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)EXHIBIT F-2B; or (iiiii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust ~~Fund~~ or of the Depositor, ~~the~~ either Master ~~Servicers~~Servicer, ~~the~~ either Special ~~Servicers, the Tax Administrator, the Certificate Administrator~~Servicer, the Trustee, ~~the Custodian~~ any Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. Each Global Certificate shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. If a ~~Transfer~~ transfer of ~~any~~ an interest in ~~the~~ any Rule 144A Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates~~ is to be made without registration under the Securities Act (other than in connection with the initial issuance of the ~~Book-Entry Non-Registered~~ Certificates or a ~~Transfer~~ transfer of ~~any~~ an interest ~~therein~~ in such Rule 144A Global Certificate by the Depositor or an Affiliate of the Depositor~~, any Underwriter or any of their respective Affiliates~~), then (except as provided in the next succeeding paragraph or in the penultimate paragraph of this SECTION 5.02(b)) the Certificate Owner desiring to effect such ~~Transfer~~ transfer shall ~~be required to obtain either~~ require from its prospective Transferee: (i) a certificate ~~from such Certificate Owner’s prospective Transferee~~ substantially in the form attached ~~hereto~~ as ~~Exhibit C-2B,~~ EXHIBIT F-2C hereto; or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such ~~Transfer~~ transfer may be made without registration under the Securities Act. Except as provided in the ~~following two paragraphs~~next succeeding paragraph or in the penultimate paragraph of this SECTION 5.02(b), no any interest in ~~the~~ a Rule 144A Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates~~ shall not be transferred to any Person ~~who~~ other than a Qualified Institutional Buyer that takes delivery ~~other than~~ in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in ~~the~~ a Rule 144A Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates~~ does not, in connection with the subject ~~Transfer~~transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in ~~Exhibit C-2B~~ EXHIBIT F-2C hereto are, with respect to the subject ~~Transfer~~transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate ~~for a~~ with respect to the Class ~~of Book~~A-~~Entry Non~~X, Class A-~~Registered~~ SP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class O Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in ~~clauses~~ CLAUSES (i) and (ii) of the first sentence of the preceding paragraph) ~~by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor~~ to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for the same Class as such ~~Class of Certificates~~ Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Trustee of (xi) a certificate ~~to the effect that~~ from the Certificate Owner desiring to effect such ~~Transfer is~~ transfer substantially in the ~~Depositor or an Affiliate of~~ form attached hereto as EXHIBIT F-1D and a certificate from such Certificate Owner's prospective Transferee substantially in the ~~Depositor~~ form attached hereto as EXHIBIT F-2D and (yii) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream ~~and~~ and/or Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the ~~Book~~Class A-~~Entry Non~~X, Class A-~~Registered~~ SP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class O Certificates to be transferred. Upon delivery to the ~~Certificate Registrar~~ Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in with respect of to the ~~applicable~~ Class ~~of Book~~A-~~Entry Non~~X, Class A-~~Registered Certificates~~ SP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class O Certificates, and increase the denomination of the -205- Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next ~~paragraph, no beneficial interest~~ succeeding paragraph or in the penultimate paragraph of this SECTION 5.02(b), beneficial interests in any Regulation S Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates~~ shall not be transferred to any Person ~~who takes delivery~~ other than ~~in the form of~~ a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Booknon-~~Entry Non-Registered Certificates to another~~ United States Securities Person ~~who~~ that takes delivery in the form of a beneficial interest in such Regulation S Global Certificate, and the Certificate Owner desiring to effect such transfer shall be required to obtain from such ~~Certificate Owner’s~~ prospective Transferee a ~~written~~ certification substantially in the form ~~set forth in Exhibit C-3B~~ attached hereto ~~certifying that such Transferee is an institution that is not a United States Securities Person.~~ as EXHIBIT F-2D. On or prior to the Release Date, beneficial interests in ~~the~~ any Regulation S Global Certificate ~~for each Class of Book-Entry Non-Registered Certificates~~ may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph~~, after the Release Date~~, any interest in the Regulation S Global Certificate ~~for a~~ with respect to the Class ~~of Book~~A-~~Entry Non~~X, Class A-~~Registered~~ SP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class O Certificates may be transferred ~~by a Certificate Owner~~ (without delivery of any certificate described in the first sentence of the preceding paragraph) to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for the same Class as such ~~Class of Certificates~~ Regulation S Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (xi) a certificate from the Certificate Owner desiring to effect such ~~Transfer~~ transfer substantially in the form of attached hereto as ~~Exhibit C-2A~~ EXHIBIT F-1C and a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as ~~Exhibit C-2B~~ EXHIBIT F-2C and (yii) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream ~~and~~ and/or Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such~~ the Class ~~of Book~~A-~~Entry Non~~X, Class A-~~Registered~~ SP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class O Certificates to be transferred. Upon delivery to the ~~Certificate Registrar and the Certificate Administrator~~ Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in with respect ~~of such~~ to the Class ~~of Book~~A-~~Entry Non~~X, Class A-~~Registered~~ SP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class O Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Notwithstanding the foregoing, any interest in a Global Certificate with respect to the Class A-X, Class A-Y, Class A-SP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N or Class O Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Global Certificate upon delivery to the Certificate Registrar and the Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this SECTION 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and/or Euroclear to direct the Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this SECTION 5.02(b), the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Global Certificate, and cause a Definitive Certificate of the same Class as such Global Certificate, and in a denomination equal to the reduction in the denomination of such Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a ~~Transfer~~ transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, ~~the Underwriters, the Certificate Administrator, the Trust Advisor~~CSFB Corporation, the Trustee, any Fiscal Agent, the Master Servicers, the Special ~~Servicers, the Tax Administrator~~ Servicers and the Certificate Registrar against any liability that may result if such ~~Transfer~~ transfer, sale, pledge or other disposition is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a any Certificate or ~~any~~ interest therein shall be made ~~(A)~~ to ~~any~~ a Plan or ~~(B)~~ to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Certificates or any transfer of a Non-Registered Certificate by the Depositor or an Affiliate of the Depositor or, in the case of a Global Certificate, any transfer of such Certificate to a successor Depositary or, in the case of a Definitive Certificate issued with respect to a Global Certificate, any transfer of such Certificate to the applicable Certificate Owner in accordance with SECTION 5.03(c), the Certificate Registrar shall refuse to register the transfer of a Non-Registered Certificate unless it has received from the prospective Transferee one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and continued holding of such Certificate by such prospective Transferee is exempt from the prohibited transaction provisions of Section 406 and 407 of ERISA and Section 4975 of the Code by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) in the case of a Non-Registered Certificate (other than a Class A-Y, Class R or Class V Certificate) that is rated investment grade by at least one of the Rating Agencies and is being acquired by or on behalf of a Plan in reliance on PTE 89-90, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, any Exemption-Favored Party, the Depositor, any Mortgage Loan Seller, either Master Servicer, either Special Servicer, any Sub-Servicer or

Appears in 1 contract

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

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be 190 relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by~~ Agreement, together with a written copy of the communication ~~which such Holders propose~~ to ~~transmit~~be sent to those other Certificateholders, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the~~ requesting ~~Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate or any interest therein shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a~~ initial Transfer ~~of such Certificate~~ thereof by the Depositor, ~~any Underwriter~~ the Initial Purchasers or ~~any of~~ their respective Affiliates or, ~~in the case~~ as contemplated by Section 5.03, any Transfer of a Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof~~ to a successor ~~Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03~~Depository), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or ~~as Exhibit C-2B~~ (except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class R ~~Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Certificates) as Exhibit ~~C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer~~Buyer or (except in the case of a Class R Certificate) an Institutional Accredited Investor and that such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~G-4, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to 191 have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ G-4 hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit G-5 hereto to the effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit G-5 hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third 192 paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any ~~Certificateholder~~ Holder or Certificate Owner ~~desiring to effect~~ of a ~~Transfer of any~~ Non-Registered Certificate desiring to effect such a Transfer shall, and upon acquisition of such a Certificate or interest therein ~~shall, and does hereby agree~~ shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator~~Registrar, the ~~Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Depositor and ~~the Certificate Registrar~~ their respective Affiliates against any liability that may result if ~~such~~ the Transfer is not so exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or the initial Transfer of a Non-Registered Certificate or any interest therein by the Depositor or any of its Affiliates or, as contemplated by Section 5.03, any Transfer of a Global Certificate to a successor Depository, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, except in the case of a Class Y or Class R Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Non-Registered Certificate that is an Investment Grade Certificate (other than, if applicable, a Class Y or Class R Certificate) that is being acquired by or on behalf of a Plan in reliance on the Exemption, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2006-C4)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle Street, Suite 1625, Chicago, Illinois ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇--▇▇-▇BS Commercial Mortgage Trust 2007-C6. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ Lehman Brothers or any of their respective Affiliates oro▇, in ▇▇ the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~F-2A or, except ~~that,~~ in the case of ~~any proposed transfer of~~ a ~~Class R~~ Residual Interest Certificate, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ as Exhibit ~~C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (~~except that~~or, in the case of ~~any proposed transfer of a Class R~~ Residual Interest Certificate, ~~such Opinion of Counsel must be~~ to the effect that ~~such~~ the prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, ~~the Custodian~~ any Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. Residual Interest Certificates may only be held by Qualified Institutional Buyers, and each other Definitive Non-Registered Certificate may only be held by Qualified Institutional Buyers and Institutional Accredited Investors. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ Lehman Brothers or any of their respective Affiliates), ~~then~~ ▇▇▇▇ the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit F-2D hereto to the effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2D hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate~~ Trustee, any Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator, the ~~Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the~~ Certificate Registrar and their respective Affiliates against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separat▇ ▇▇▇ounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, Lehman Brothers or any of their respective Affiliates o▇, ▇▇ the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required

Appears in 1 contract

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C6)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Securities and Trust Services--Citigroup Commercial Mortgage Trust, Series 2006-C5) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Certificate Administrator, the Trustee, the ~~Depositor,~~ Special Servicer and the Master 220 Servicers~~, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the~~ Certificate Administrator (if it is ~~not~~ no longer the Certificate Registrar), the Trustee, each Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by~~ Agreement, together with a written copy of the communication ~~which such Holders propose~~ to ~~transmit~~be sent to those other Certificateholders, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the~~ requesting ~~Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate or any interest therein shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a~~ initial Transfer ~~of such Certificate~~ thereof by the Depositor, ~~any Underwriter~~ the Initial Purchasers or ~~any of~~ their respective Affiliates or, ~~in the case~~ as contemplated by Section 5.03, any Transfer of a Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof~~ to a successor ~~Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03~~Depository), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or ~~as Exhibit C-2B~~ (except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class R ~~Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Certificates) as Exhibit ~~C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer~~Buyer or (except in the case of a Class R Certificate) an Institutional Accredited Investor and that such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, ~~the~~ either Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator~~Servicer, the Certificate Administrator, the ~~Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered ~~Certificates~~ Certificate or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ Citigroup Global Markets Inc. or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~G-4, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with221

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2006-C5)

Registration of Transfer and Exchange of Certificates. ~~(a) At all times during the term of this Agreement, there~~ The Owner Trustee shall cause to be ~~maintained~~ kept at the office of or agency to be maintained pursuant to Section 3.8 by a certificate registrar (the "Certificate ~~Registrar~~ Registrar"), a register (the "Certificate ~~Register~~ Register") in which, subject to such reasonable regulations as ~~the Certificate Registrar~~ it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. JPMorgan Chase Bank shall be the initial Certificate Registrar. In the event that, subsequent to the date of issuance of the Certificates, JPMorgan Chase Bank notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The ~~Certificate Administrator is hereby initially appointed (~~City of New York and ~~hereby~~ which agrees to act in accordance with the ~~terms hereof)~~ provisions of this Agreement applicable to it, to act, as successor Certificate Registrar ~~for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided~~under this Agreement. The Owner Trustee may revoke such appointment and remove JPMorgan Chase Bank as the Certificate Registrar ~~may appoint, by a~~ if the Owner Trustee determines in its sole discretion that JPMorgan Chase Bank failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase Bank shall be permitted to resign as the Certificate Registrar upon 30 days' written ~~instrument delivered~~ notice to the Owner Trustee, the Depositor and the Issuer; PROVIDED, HOWEVER, that such resignation shall not be effective and JPMorgan Chase Bank shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to SECTION 3.8, the ~~Master Servicers~~Owner Trustee shall execute, ~~the Special Servicers~~ authenticate and (if the Certificate ~~Administrator~~ Registrar is ~~not~~ different than the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Owner Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall~~, within thirty (30~~) ~~days after the receipt of such request, afford~~ deliver (or shall cause ~~any other Certificate Registrar~~ JPMorgan Chase Bank as its authenticating agent to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act authenticate and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates ordeliver), in the ~~case~~ name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a ~~Global~~ like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to SECTION 3.8. Whenever any Certificate is surrendered for ~~any Class of Book-Entry Non-Registered Certificates~~exchange, ~~a Transfer thereof to a successor Depository or to~~ the ~~applicable~~ Owner Trustee shall execute, authenticate and (if the Certificate ~~Owner(s) in accordance with Section 5.03)~~Registrar is different than the Owner Trustee, then the Certificate Registrar ~~shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon~~shall) ~~either: (i) a certificate from~~ deliver the Certificates which the Certificateholder ~~desiring~~ making the exchange is entitled to ~~effect such Transfer substantially~~ receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in ~~the~~ form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Owner Trustee and the Certificate ~~Administrator to~~ Registrar duly executed by the ~~effect that~~ Holder, which signature on such ~~prospective Transferee is an Institutional Accredited Investor~~ assignment must be guaranteed by a member of the New York Stock Exchange or a ~~Qualified Institutional Buyer (except that,~~ commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in ~~the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may~~ accordance with its customary practice. No service charge shall be made ~~without~~ for any registration ~~under~~ of transfer or exchange of Certificates, but the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian Owner Trustee or the Certificate Registrar ~~in their respective capacities as such), together with the written certification(s) as~~ may require payment of a sum sufficient to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of cover any ~~interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to~~ tax or governmental charge that may be ~~made without registration under the Securities Act (other than~~ imposed in connection with ~~the initial issuance~~ any transfer or exchange of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 1 contract

Sources: Trust Agreement (Chase Manhattan Auto Owner Trust 2002-A)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113), may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the ~~Master Servicers, the Special Servicers and~~ Trustee (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) ), the ~~Certificate Administrator~~Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the ~~Depositor, any Underwriter~~ Depositor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03its Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ F-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit F-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-3 hereto; or (ii) an Opinion of Counsel satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a Subordinated Certificate or any interest therein shall be made (A) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or the prohibited transactions restrictions of Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Subordinated Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (including, without limitation, any insurance company using assets in its general or separate account that may constitute "plan assets" of a Plan); provided, that (i) such a transfer may be made to an insurance company general account with respect to any Class of Subordinated Certificates which is eligible for exemptive relief under Section III of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), provided that the proposed transferee certifies that the conditions of Sections I, III and IV of PTE 95-60 are satisfied with respect to such transfer, and (ii) such a transfer may be made with respect to a Class F, Class G, Class H, Class J or Class K Certificate if the ~~purchase~~ prospective transferee provides the Certificate Registrar with a certification of facts and ~~holding~~ an Opinion of Counsel (upon which the Certificate Registrar may conclusively rely) which establish to the satisfaction of the Certificate Registrar that such ~~Certificate or interest therein by the prospective Transferee would~~ transfer will not result in a violation of Section 406 ~~or 407~~ of ERISA or Section 4975 of the ~~Code,~~ Code or ~~a similar violation under Similar Law, or would~~ result in the imposition of an excise tax under Section 4975 of the Code. ~~Except~~ As a condition to its registration of the transfer of a Subordinated Certificate, the Certificate Registrar shall have the right to require the prospective transferee of such Certificate to execute a certification affidavit in the form attached as Exhibit G hereto. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection ~~with~~with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (in any case, a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, then the Certificate Registrar shall have the right, but not the obligation, without notice to the Holder or any prior Holder of such Residual Certificate, to sell such Residual Certificate to a qualified purchaser selected by the REMIC Administrator on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such purchaser may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. The proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information in its possession which is necessary to compute any tax imposed (A) as a result of the Transfer of a Residual Certificate to any Person who is a Disqualified Organization, including the information described in Treasury Regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is a Disqualified Organization, and the REMIC Administrator shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar and the REMIC Administrator shall be responsible for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or eliminated, provided that there shall have been delivered to the Certificate Registrar and the Trustee the following: (A) written confirmation from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause any of REMIC I, REMIC II or REMIC III to (x) cease to qualify as a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee. (e) Subject to the preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate at the offices of the Certificate Registrar maintained for such purpose, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. (f) At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (g) Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (h) No service charge shall be imposed for any transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (i) All Certificates surrendered for transfer and exchange shall be

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Registration of Transfer and Exchange of Certificates. (ai) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Original Closing Date at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more ~~Holders make written request~~ Certificateholders (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ five Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (bii) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry~~ Non-Registered ~~Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer~~ Certificate of any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect~~ such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer Class may be made ~~without registration under~~ to a trust if the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsSection 5. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), ~~the~~ each Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B~~ F-2A or as Exhibit ~~C-2B~~ F-2B (except that, in the case of any proposed transfer of a Class R Certificate or a Class V Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit ~~C-2B~~ F-2A only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate or a Class V Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, ~~the~~ either Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the ~~Book-Entry Non-Registered Certificates~~ Class X-1, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ Class ~~of Book-Entry Non-Registered Certificates~~ X-1, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such~~ the Class ~~of Book-Entry Non-Registered Certificates~~ X-1, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable -220- procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the Class ~~of Book-Entry Non-Registered~~ X-1, Class E, Class F, Class G, Class H. Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Fiscal Agent, the Master Servicers, the Special ~~Servicers, the Trust Advisor~~Servicer, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the ~~Trust Advisor, the~~ Trustee, the Fiscal Agent, each Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R or Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction p

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. 222251 (a) ~~At all times during the term of~~ ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee, agrees to act as initial Certificate Registrar under this Agreement. (b) The Certificate Registrar shall keep or cause to be kept, ~~there shall be maintained~~ at the office ~~of the Certificate Registrar~~ or agency maintained pursuant to this Section 3.4(a), a Certificate Register in which, subject to such reasonable regulations as ~~the Certificate Registrar~~ it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of ~~transfers~~ Transfers and exchanges of Certificates as herein provided. ~~The~~ No Transfer of a Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall ~~not~~ be ~~relieved of any of its duties or responsibilities hereunder by reason~~ recognized except upon registration of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth Transfer in the Certificate Register. ~~If three~~ Promptly upon the Board's, or ~~more Holders make written~~ the Owner Trustee’s request therefor, (a) the Certificate Registrar shall provide to the Board and the Owner Trustee a true and complete copy of the Certificate Register, and (b) the Certificate Registrar shall provide to the Board and the Owner Trustee such information regarding the Certificates and the Certificateholders as is reasonably available to the Certificate Registrar~~, and such request states that such Holders desire to communicate~~ . (c) The Certificate Registrar shall provide the Trust Collateral Agent with ~~other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by~~ a ~~copy~~ list of the ~~communication which~~ names and addresses of the Certificateholders on the Closing Date, to the extent such ~~Holders propose~~ information has been provided to ~~transmit, then~~ the Certificate Registrar ~~shall~~and in the form provided to the Certificate Registrar on such date. Upon any Transfers of Certificates, ~~within thirty (30) days after~~ the ~~receipt~~ Certificate Registrar shall notify the Trust Collateral Agent of the name and address of the transferee in writing, by facsimile, on the day of such ~~request, afford~~ Transfer. (~~or cause~~ d) Upon surrender for registration of Transfer of any ~~other~~ Certificate at the office of the Certificate Registrar maintained in the city of Minneapolis, Minnesota, the Owner Trustee on behalf of the Issuer shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Certificate Registrar as authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to ~~afford~~be exchanged at the office of the Certificate Registrar maintained in the city of Minneapolis, Minnesota. (e) ~~the requesting Holders access during normal business hours~~ Every Certificate presented or surrendered for registration of Transfer or exchange shall be accompanied by: (i) a written instrument of Transfer in form satisfactory to the ~~most recent list~~ Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of ~~Certificateholders held~~ the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP; and (ii) an Opinion of Counsel that the Transfer or exchange of such Certificate would not cause the Trust to be treated as an association or a publicly traded partnership taxable as a corporation. Each Certificate surrendered for registration of Transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. (f) Any Person acquiring any interest in a Certificate will furnish to the Person from whom it is acquiring such interest, the Trust, Certificate Registrar and the Owner Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Certificate Registrar. (bg) Any Person transferring any interest in a Certificate will furnish to the Person to whom it is transferring such interest, the Trust and the Certificate Registrar, an affidavit described in Section 1446(f)(2) of the Code, in a form reasonably acceptable to the transferee and the Trust, stating, under penalty of perjury, such Person’s United States taxpayer identification number and that such Person is not a foreign person. (h) No ~~Transfer of any Non-Registered Certificate or interest therein~~ service charge shall be made ~~unless~~ for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer ~~is exempt from the registration and/or qualification requirements~~ or exchange of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration Certificates. (i) The Certificates have not been registered under the Securities Act ~~(other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter~~ or any ~~of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or~~ state securities law. Subject to the ~~applicable Certificate Owner(s) in accordance with~~ provisions of Section ~~5.03)~~3.1 hereof, ~~then~~ the Certificate Registrar shall ~~refuse to~~ not register the Transfer of any Certificate or unless such resale or Transfer ~~unless it receives (and, upon receipt, may conclusively rely upon) either~~is: (i) ~~a certificate from~~ pursuant to an effective registration statement under the ~~Certificateholder desiring~~ Securities Act; (ii) to ~~effect such Transfer substantially in~~ the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)Seller; or (iiiii) unless it shall have received a representation letter or such other representations and an Opinion of Counsel satisfactory to the ~~Certificate~~ Board or the Administrator to the effect that such ~~prospective Transferee~~ resale or Transfer is ~~an Institutional Accredited Investor or~~ made (A) in a ~~Qualified Institutional Buyer (except that, in~~ transaction exempt from the ~~case~~ registration requirements of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2Band applicable state securities laws, or (iiB) ~~an Opinion~~ to a person who the transferor of ~~Counsel to~~ the ~~effect that the prospective Transferee~~ Certificate reasonably believes is a ~~Qualified Institutional Buyer, and that such Transfer may be made without registration~~ “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery ) that is aware that such resale or other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is being made in reliance upon Rule 144A. Until the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator earlier of (i) such ~~certifications and/or opinions~~ time as ~~are contemplated by~~ the ~~second paragraph of this Section 5.02(b)~~ Certificates shall be registered pursuant to a registration statement filed under the Securities Act and (ii) ~~such written orders and instructions as are required under~~ the ~~applicable procedures~~ date three years from the later of the ~~Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination~~ date of the ~~transferred interests in such Rule 144A Global Certificate. Upon~~ original authentication and delivery of the Certificates and the date any Certificate was acquired from the Seller or any affiliate of the Seller, the Certificates shall bear a legend substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionstwo sentences. None of the ~~Depositor~~Seller, the ~~Underwriters~~Servicer, the ~~Certificate Administrator~~Trust, the ~~Trustee~~Board, the ~~Master Servicers, the Special Servicers, the Trust Advisor, the Tax~~ Administrator or the ~~Certificate Registrar~~ Owner Trustee is obligated to register ~~or qualify any Class of Non-Registered~~ the Certificates under the Securities Act or ~~any other securities law or~~ to take any other action not otherwise required under this Agreement to permit the Transfer of ~~any Non~~Certificates without registration. (j) The provisions of this Section 3.4 and of this Agreement generally are intended to prevent the Trust from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-~~Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a~~ 1(e) and (h), and the Certificateholders shall take such intent into account in requesting the Transfer of any ~~Non-Registered~~ Certificate. (k) No Certificate may be sold, participated, transferred, assigned, exchanged or ~~interest therein shall, and does hereby agree to, indemnify~~ otherwise pledged or conveyed in whole or in part unless the ~~Depositor, the Underwriters,~~ Person that acquires the Certificate ~~Administrator~~represents that: (1) it is, for U.S. federal income tax purposes, either (a) a citizen or resident of the United States, (b) a corporation or partnership organized in or under the laws of the United States or any state thereof or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income, (c) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (d) either (x) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (y) a trust for which a valid election has been made to be treated as a United States person; (2) it has not acquired and it will not transfer any interest in the Certificate, or cause an interest in the Certificate to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including, without limitation, an over the counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations; (3) (a) it is not and will not become (and, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Certificate, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”); or (b) if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Certificate, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust ~~Advisor,~~ held by it; (4) it understands that a subsequent Transfer of the ~~Trustee,~~ Certificate will be null and void ab initio if such Transfer would cause the ~~Master Servicers,~~ number of Targeted Holders to exceed ninety-five; and (5) it understands that the ~~Special Servicers,~~ Opinion of Counsel that the ~~Tax Administrator and~~ Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in this Section 3.4(k). (l) Unless (1) the Certificate Registrar ~~against any liability~~ has received an Opinion of Counsel from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or another nationally recognized tax counsel selected by a Certificateholder that ~~may result if such Transfer is not exempt from~~ the ~~registration and/or qualification requirements of~~ restriction on the ~~Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer~~ proposed acquisition of a Certificate (or any interest ~~therein shall~~ therein) described by this subsection is no longer necessary to conclude that any such acquisition (and subsequent resale of the applicable Notes described below) will not cause the Treasury Regulations under Section 385 of the Code to apply to such Notes in a manner that could cause a material adverse effect on the Trust or the Trust to be ~~made~~ treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (2) the Treasury Regulations under Section 385 of the Code are repealed and not replaced with proposed, temporary or final Treasury Regulations that (as evidenced by an Opinion of Counsel from a nationally recognized tax counsel) could affect the classification of the Notes as debt for U.S. federal income tax purposes, (i) a Section 385 Certificateholder cannot acquire a Certificate (or any interest therein) if (A) to a member of any ~~Plan~~ “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes such Section 385 Certificateholder owns any Notes or (B) to a Section 385 Controlled Partnership of such expanded group owns any ~~Person who is directly~~ Notes and (ii) a Section 385 Certificateholder cannot hold a Certificate (or ~~indirectly purchasing~~ any interest therein) if (A) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes such ~~Certificate~~ Section 385 Certificateholder acquires any Notes from the Trust, any Affiliate of the Trust or ~~interest therein on behalf of, as named fiduciary of, as trustee of, or with assets~~ any other subsequent transferor of a ~~Plan~~Note or (B) a Section 385 Controlled Partnership of such expanded group acquires any Notes from the Trust, any Affiliate of the Trust or any other subsequent transferor of a Note. The preceding sentence shall not apply if the ~~purchase and holding~~ Noteholder or potential Noteholder is a U.S. corporate member of ~~such Certificate or interest therein by~~ the ~~prospective Transferee would result~~ same U.S. corporate “affiliated group” (as defined in ~~a violation of~~ Section ~~406 or 407 of ERISA or Section 4975~~ 1504 of the Code~~, or~~ ) filing a ~~similar violation under Similar Law, or would result~~ consolidated federal income tax return that includes each of any applicable related Section 385 Certificateholders (including in the ~~imposition~~ case of a partnership, the relevant “expanded group partner” (as defined in Treasury Regulation Section 1.385-3(g)(12))). If a Certificateholder (or holder of an ~~excise~~ interest in a Certificate) fails to comply with the foregoing requirements, the Trust and the Board of Trustees are authorized, at their discretion, to compel such Certificateholder (or holder of an interest in a Certificate) to sell its Certificate (or interest therein) to a Person whose ownership complies with this subsection so long as such sale does not otherwise cause a material adverse effect on the Trust or cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax ~~under Section 4975 of the Code. Except in connection with~~purposes.

Appears in 1 contract

Sources: Trust Agreement (Credit Acceptance Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate ~~Registrar~~ Registrar") a register (the "Certificate ~~Register~~ Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is ~~hereby~~ initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Seller, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The ~~Depositor~~Seller and, ~~the Trustee, the Certificate Administrator (~~if it is ~~not~~ no longer the Certificate Registrar), the ~~Master Servicers and the Special Servicers~~ Trustee shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate~~ Every Certificateholder agrees with ~~other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then~~ the Certificate Registrar ~~shall, within thirty (30) days after~~ and the ~~receipt of such request, afford (or cause any other~~ Trustee that neither the Certificate Registrar ~~to afford)~~ nor the ~~requesting Holders access during normal business hours~~ Trustee shall be held accountable by reason of the disclosure of any such information as to the ~~most recent list~~ names and addresses of the Certificateholders ~~held by~~ hereunder, regardless of the ~~Certificate Registrar~~source from which such information was derived. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is Subject to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(sSubsection 4.01(a) ~~in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (~~and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any ~~proposed~~ Physical Certificate upon the satisfaction of the conditions set forth in Section 4.05, upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose, the Trustee shall sign, countersign and deliver, in the name of the designated transferee or transferees, a new Certificate of a like Class and aggregate Percentage Interest, but bearing a different number. (c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency; PROVIDED, HOWEVER, that no Certificate may be exchanged for new Certificates unless the original Percentage Interest represented by each such new Certificate (i) is at least $100,000 with respect to the Certificates other than the Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be ~~required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B~~$100.00, or (ii) ~~an Opinion of Counsel~~ is acceptable to the ~~effect~~ Seller as indicated to the Trustee in writing. Whenever any Certificates are so surrendered for exchange, the Trustee shall sign, countersign and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (d) If the Trustee so requires, every Certificate presented or surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer, with a signature guarantee, in form satisfactory to the Trustee, duly executed by the holder thereof or his or her attorney duly authorized in writing. (e) No service charge shall be made for any transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that ~~the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer~~ may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, imposed in connection with ~~the subject Transfer, deliver to the Transferor the Opinion~~ any transfer or exchange of ~~Counsel~~ Certificates. (f) The Trustee shall cancel all Certificates surrendered for transfer or ~~the certification described in the preceding sentence, then~~ exchange but shall retain such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate its standard retention policy or for such ~~Class,~~ further time as is required by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification record retention requirements of the Securities Exchange Act ~~and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer~~ of ~~a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of~~1934, as ~~named fiduciary of~~amended, ~~as trustee of, or with assets of a Plan, if the purchase~~ and ~~holding of~~ thereafter may destroy such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withCertificates.

Appears in 1 contract

Sources: Pooling Agreement (Structured Asset Mortgage Investments Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state~~ the Depositor shall furnish upon request of a Certificateholder or ~~foreign laws~~Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit G-2 or Exhibit G-3 upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form. (c) No ~~Transfer~~ transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, a "plan" described by Section 4975(e)(1) of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) ~~to any Plan~~ in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit H hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit I-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee; that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate as they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (b) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit I-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder." (1) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (2) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. Any proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is ~~directly~~ a Disqualified Organization or ~~indirectly purchasing~~ agent thereof, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate, and the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. The transferor of such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar, the Master Servicer and the Special Servicer for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or ~~interest therein on behalf~~ eliminated, provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (A) written confirmation from each Rating Agency to the effect that the modification of, ~~as named fiduciary~~ addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause any of the Loan REMIC, REMIC I or REMIC II to (x) cease to qualify as ~~trustee of~~a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or ~~with assets of~~ cause a ~~Plan, if the purchase and holding of such Certificate or interest therein by~~ Person other than the prospective Transferee ~~would result in~~ to be subject to a ~~violation~~ REMIC-related tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee. (e) Subject to the preceding provisions of this Section ~~406 or 407~~ 5.02, upon surrender for registration of ~~ERISA or Section 4975~~ transfer of any Certificate at the offices of the ~~Code~~Certificate Registrar maintained for such purpose, ~~or a similar violation under Similar Law~~the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, ~~or would result~~ in the ~~imposition of an excise tax under Section 4975~~ name of the ~~Code. Except in connection with~~designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. (f) At the option of any Holder, its Ce

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate ~~Registrar~~ Registrar") a register (the "Certificate ~~Register~~ Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is ~~hereby~~ initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor~~, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The ~~Depositor~~Depositor and, ~~the Trustee, the Certificate Administrator (~~if it is ~~not~~ no longer the Certificate Registrar), the ~~Master Servicers and the Special Servicers~~ Trustee shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate~~ Every Certificateholder agrees with ~~other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then~~ the Certificate Registrar ~~shall, within thirty (30) days after~~ and the ~~receipt of such request, afford (or cause any other~~ Trustee that neither the Certificate Registrar ~~to afford)~~ nor the ~~requesting Holders access during normal business hours~~ Trustee shall be held accountable by reason of the disclosure of any such information as to the ~~most recent list~~ names and addresses of the Certificateholders ~~held by~~ hereunder, regardless of the ~~Certificate Registrar~~source from which such information was derived. (b) ~~No Transfer~~ Subject to the preceding subsections, upon surrender for registration of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales transfer of any Certificate ~~are made in any jurisdiction outside~~ at the offices of the ~~United States, its territories and possessions~~Certificate Registrar maintained for such purpose, the ~~Person making such offers~~ Trustee shall execute and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall ~~refuse to register such Transfer unless it receives (and~~authenticate and deliver, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of ~~Cede & Co. as nominee of~~ the ~~Depository. Notwithstanding the preceding paragraph~~designated transferee or transferees, ~~after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered~~ one or more new Certificates ~~may be transferred by a Certificate Owner to any Person who takes delivery in the form~~ of a ~~beneficial interest in the Rule 144A Global Certificate for such~~ like Class ~~of Certificates upon delivery to the Certificate Registrar~~ and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsaggregate Percentage Interest. (c) ~~No Transfer~~ At the option of any Holder, its Certificates may be exchanged for other Certificates of the same Class of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (d) Every Certificate presented or ~~any interest therein~~ surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. (e) No service charge shall be made ~~(A) to~~ for any ~~Plan~~ transfer or ~~(B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of~~exchange of Certificates, ~~as named fiduciary of, as trustee of, or with assets~~ but the Trustee may require payment of a ~~Plan, if the purchase~~ sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (f) All Certificates surrendered for transfer and ~~holding of such Certificate or interest therein~~ exchange shall be destroyed by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withCertificate Registrar without liability on its part.

Appears in 1 contract

Sources: Underwriting Agreement (Bear Stearns Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~other parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the ~~predecessor Certificate Registrar~~ Trustee may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall~~shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. Every Certificateholder, ~~within thirty (30) days after~~ by receiving such access, agrees with the ~~receipt of such request, afford (or cause any other~~ Certificate Registrar ~~to afford)~~ that the ~~requesting Holders access during normal business hours~~ Certificate Registrar will not be held accountable in any way by reason of the disclosure of any information as to the ~~most recent list~~ names and addresses of ~~Certificateholders held by~~ any Certificateholder regardless of the ~~Certificate Registrar~~source from which such information was derived. (b) No ~~Transfer~~ transfer, sale, pledge or other disposition of any ~~Non-Registered~~ Private Certificate or interest therein shall be made unless that ~~Transfer~~ transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If ~~offers and sales~~ a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Private Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance ~~of the Non-Registered Certificates~~ thereof or a ~~Transfer of such Certificate~~ transfer thereof by the ~~Depositor, any Underwriter~~ Depositor or ~~any~~ one of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03its Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ F-1A hereto; or (ii) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1B hereto and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached ~~hereto~~ either as Exhibit ~~C-1B~~ F-2A hereto or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B hereto; or (iiiii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator, the ~~Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding 119 such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of ~~Non-Registered~~ Private Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any ~~Non-Registered~~ Private Certificate or interest therein without registration or qualification. Any ~~Certificateholder or~~ Holder of a Private Certificate ~~Owner~~ desiring to effect a ~~Transfer~~ transfer of ~~any Non-Registered~~ such Private Certificate or interest therein shall, and does hereby agree to, ~~indemnify~~ indemnify, the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor~~Underwriter, the Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a Subordinated Certificate or any interest therein shall be made (A) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if unless: (i) the purchase and holding of such Certificate or interest therein by is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60; or (ii) in the case of a Subordinated Certificate that is a Definitive Certificate, the prospective Transferee ~~would~~ provides the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Trustee that such transfer will not result in a violation of Section 406 ~~or 407~~ of ERISA or Section 4975 of the ~~Code,~~ Code or ~~a similar violation under Similar Law, or would~~ result in the imposition of an excise tax under Section 4975 of the ~~Code~~Code or subject the Trustee, the Master Servicer or the Special Servicer to any obligation in addition to those undertaken in this Agreement. ~~Except~~ Each Person who acquires any Subordinated Certificate or interest therein (unless it shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii) the preceding sentence) will be required to deliver to the Certificate Registrar (or, in the case of an interest in a Subordinated Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner that is transferring such interest) a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) that the purchase and holding of such Certificate or interest therein by such person is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95- 60. It is hereby acknowledged that the forms of certification attached hereto as Exhibit G-1 (in the case of Subordinated Certificates that are Definitive Certificates) and G-2 (in the case of ownership interests in Subordinated Certificates that are Book-Entry Certificates) are acceptable for purposes of the preceding sentence. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection ~~with~~with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the REMIC Administrator and the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt, of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of either the Trustee or the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it 121 provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing such Ownership Interest, agrees to give the REMIC Administrator and the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Trustee shall have the right but not the obligation, to cause the transfer of such Residual Certificate to a Permitted Transferee selected by the Trustee on such terms as the Trustee may choose, and the Trustee shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Trustee. Such Permitted Transferee may be the Trustee itself or any Affiliate of the Trustee. (iii) The REMIC Administrator shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions all information furnished to it by the other parties hereto necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is a Disqualified Organization, and each of the other parties hereto shall furnish to the REMIC Administrator all information in its possession necessary for the REMIC Administrator to discharge such obligation. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the REMIC Administrator for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee and the REMIC Administrator the following: (A) written confirmation from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Trustee and the REMIC Administrator, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trustee, the REMIC Administrator or the Trust Fund), to the effect that doing so will not cause any of REMIC I, REMIC II or REMIC III to (x) cease to qualify as a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee. (e) If a Person is acquiring any Subordinated Certificate or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Certificate Registrar (or, in the case of an interest in a Subordinated Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required by the Trustee (or such Certificate Owner) to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d), as applicable, of this Section 5.02. 123 (f) Subject to the preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate at the offices of the Certificate Registrar maintained

Appears in 1 contract

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

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Atte▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇--▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇l Mortgage Trust 2006-C4. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ Lehman Brothers or any of their respective Affiliates or, in the ~~case of~~ ca▇▇ ▇▇ a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~F-2A or, except ~~that,~~ in the case of ~~any proposed transfer of~~ a ~~Class R~~ Residual Interest Certificate, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ as Exhibit ~~C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (~~except that~~or, in the case of ~~any proposed transfer of a Class R~~ Residual Interest Certificate, ~~such Opinion of Counsel must be~~ to the effect that ~~such~~ the prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, ~~the Custodian~~ any Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. Residual Interest Certificates may only be held by Qualified Institutional Buyers, and each other Definitive Non-Registered Certificate may only be held by Qualified Institutional Buyers and Institutional Accredited Investors. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ Lehman Brothers or any of their respective Affiliates), then the ~~Certificate~~ Ce▇▇▇▇▇▇ate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit F-2D hereto to the effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2D hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator~~Trustee, ~~the Trust Advisor, the Trustee~~any Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts i▇ ▇▇▇ch such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, Lehman Brothers or any of their respective Affiliates or, in the ca▇▇ ▇▇ a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospectiv

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers,~~ Servicer and the Special ~~Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided, ~~provided~~ that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer, shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless ~~that Transfer~~ such transfer is ~~exempt from~~ made pursuant to an effective registration statement under the Securities Act, and effective registration ~~and/or~~ or qualification ~~requirements of~~ under applicable state securities laws, or is made to a Qualified Institutional Buyer in accordance with Rule 144A promulgated under the Securities Act ~~and any applicable securities~~ in a transaction that does not require such registration or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky lawsqualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities ~~Act (~~Act, other than ~~in connection with the initial issuance of the Non-Registered Certificates or~~ a ~~Transfer of such Certificate~~ transfer by the ~~Depositor, any Underwriter~~ Depositor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03)an Affiliate thereof, then the ~~Certificate Registrar~~ Trustee shall ~~refuse~~ require, in order to ~~register~~ assure compliance with such ~~Transfer unless~~ laws, 199 receipt by it ~~receives (and, upon receipt, may conclusively rely upon) either: (i)~~ and the Depositor of a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ B-1 hereto and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached ~~hereto either~~ as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correctB-2 hereto. Notwithstanding the ~~preceding paragraph~~foregoing, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form transfers of a beneficial interest in ~~the Regulation S Global Certificate for such~~ any Class (or portion thereof) of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates ~~to be transferred. Upon delivery to~~ (other than the ~~Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and~~ Residual Certificates) in accordance with the ~~applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates~~ rules and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository applicable to ~~direct the Certificate Administrator~~ transfers by its respective participants will be permitted if such transfer is made to ~~debit the account of~~ a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and Qualified Institutional Buyer in accordance with ~~the applicable procedures of the Depository, shall reduce the denomination of the subject~~ Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required promulgated under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsAct. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Trustee and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (ci) No ~~Transfer~~ transfer of a Senior Certificate or a Class B, Class C, Class D, Class E, Class F, Class G or Class H Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate acco▇▇▇▇ in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless (1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and at the time of such transfer, such Certificates continue to be rated in one of the top four rating categories by at least one Rating Agency or (2) such Plan is an "insurance company general account" (within the meaning of PTCE 95-60 (as defined below)) and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of acquisition of such Certificate. Each purchaser or transferee that is a Plan or is investing on behalf of or with "plan assets" of a Plan will be deemed to have represented that the foregoing conditions have been satisfied. (ii) No transfer of a Residual Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with ~~assets~~ "plan assets" of a Plan. No transfer of a Class J, ~~if the purchase and holding of~~ Class K, Class L, Class M, Class N, Class O or Class P Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein by on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan unless the prospective ~~Transferee would~~ transferee of any such Certificate or any interest therein provides a certification of facts to the Depositor, the Master Servicer and the Trustee substantially to the effect that (or, if such Certificate is not in certificated form, will be deemed to represent that) the purchase of such Certificate by or on behalf of, or with "plan assets" of, such Plan is permissible under applicable law, will not 200 constitute or result in ~~a violation of Section 406 or 407 of~~ any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (2) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in United States Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. Any purchaser of a ~~similar violation under Similar Law~~Class J, Class K, Class L, Class M, Class N, Class O or Class P Certificate or any interest therein will be deemed to have represented by such purchase that either (a) such purchaser is not a Plan and is not purchasing such Certificates by or on behalf of, or ~~would~~ with "plan assets" of, any Plan or (b) the purchase of any such Certificate by or on behalf of, or with "plan assets" of, such Plan is permissible under applicable law, will not result in ~~the imposition of an excise tax~~ any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (i) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (ii) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60) and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. ~~Except~~ The Trustee may require that any prospective transferee of a Certificate that is held as a Definitive Certificate provide such certifications as the Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not a Plan or a Person who is directly or indirectly purchasing such Certificate on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan or that the conditions of an acceptable alternative have been satisfied. The Trustee shall not have any responsibility to monitor or restrict the transfer of Ownership Interests in any Certificates that are in the form of a Book-Entry Certificate. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection ~~with~~with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and a United States Person and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Trustee shall require delivery to it, and no Transfer of any Residual Certificate shall be registered until the Trustee receives, an affidavit and agreement substantially in the form attached hereto as Exhibit C-1 (a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and substance satisfactory to the Trustee, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, that it is a United States Person, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the proposed Transferee is not a Permitted Transferee or is not a United States Person, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Trustee a certificate substantially in the form attached hereto as Exhibit C-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee or is not a United States Person. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i) (A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d) or if any Holder of a Residual Certificate shall lose its status as a Permitted Transferee or a United States Person, then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer, the Special Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), or if any Holder of a Residual Certificate shall lose its status as a Permitted Transferee or a United States Person, and to the extent that the retroactive restoration of the rights of the prior Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, 202 then the Trustee shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Trustee on such terms as the Trustee may choose. Such non-complying Holder shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Trustee. Such purchaser may be the Trustee itself or any Affiliate of the Trustee. The proceeds of such sale, net of the commissions (which may include commissions payable to the Trustee or its Affiliates), expenses and taxes due, if any, will be remitted by the Trustee to such non-complying Holder. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Trustee, and the Trustee shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Trustee shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5)with respect to the "excess inclusions" of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is not a Permitted Transferee. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the Trustee for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this subsection (iv) may be modified, added to or eliminated; provided, that there shall have been delivered to the Trustee and the Depositor the following: (A) written notification from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Trustee and the Depositor, to the effect that such modification of, addition to or elimination of such provisions will not cause any of REMIC I, REMIC II or REMIC III to (x) cease to qualify as a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Residu

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ LaSalle Bank National Association, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Paying Agent, the Trustee, the ~~Depositor,~~ Special Servicer and the ~~Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If ~~the Certificate Administrator~~ LaSalle Bank National Association resigns or is removed ~~in accordance with the terms hereof~~as Paying Agent, the ~~successor certificate administrator~~ Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at LaSalle Bank National Association, ~~within thirty~~ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Asset Backed Securities Trust Services Group- ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-LN1 (30the "Registrar Office") ~~days after~~ together with an assignment and transfer (executed by the ~~receipt~~ Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to ARCap CMBS Fund REIT, Inc.) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the ~~Securities Act~~ applicable state securities laws, then either: (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of i) Rule 144A Book-Entry ~~Non-Registered Certificates, a Transfer thereof~~ Certificate to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Regulation S Book-Entry ~~Non-Registered Certificates is to be made without registration under~~ Certificate During the ~~Securities Act (other than~~ Restricted Period. If, during the Restricted Period, a Certificate Owner of an interest in ~~connection with the initial issuance of the~~ a Rule 144A Book-Entry ~~Non-Registered Certificates or a Transfer of~~ Certificate wishes at any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring~~ time to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an transfer its beneficial interest in such Rule 144A ~~Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of~~ Book-Entry ~~Non-Registered Certificates does not, in connection with the subject Transfer, deliver~~ Certificate to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who ~~takes~~ wishes to take delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery thereof in the form of a beneficial interest in a ~~Rule 144A Global~~ Regulation S Book-Entry Certificate, such Certificate ~~upon delivery~~ Owner may, in addition to ~~the Certificate Registrar~~ complying with all applicable rules and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository and Clearstream or Euroclear applicable to ~~direct~~ transfers by their respective participants (the ~~Certificate Administrator to credit~~ "Applicable Procedures"), transfer or cause the ~~account~~ transfer of ~~a Depository Participant by the denomination of the transferred interests in~~ such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest for an equivalent beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-~~Registered~~ Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who ~~takes~~ wishes to take delivery ~~other than~~ thereof in the form of a beneficial interest in ~~such~~ a Regulation S ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). ~~On and prior~~ Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to ~~the Release Date, each Certificate Owner desiring~~ credit or cause to ~~effect any Transfer of an~~ be credited to another specified Depository Participant's account a beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-~~Registered Certificates~~ Entry Certificate to ~~another Person who takes delivery~~ be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit P hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry ~~Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global~~ Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for to a ~~Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any~~ Person who ~~takes~~ wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate ~~for such Class~~ only upon compliance with the provisions of ~~Certificates upon delivery to~~ this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar ~~and the Certificate Administrator~~ at its Registrar Office of (x1) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written ~~orders and~~ instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and given in accordance with the ~~applicable procedures of~~ Applicable Procedures from a Depository Participant directing the ~~Depository, shall reduce~~ Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the ~~denomination of the Regulation S Global Certificate in respect of such Class of~~ Rule 144A Book-Entry ~~Non-Registered Certificates, and increase~~ Certificate in an amount equal to the ~~denomination of the Rule 144A Global Certificate for such Class, by the denomination~~ Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such ~~Class~~ account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit Q hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such ~~orders and instructions. None~~ instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the ~~Depositor, the Underwriters, the~~ Regulation S Book-Entry Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if was reduced upon such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawstransfer. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at _______________) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~other parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the ~~predecessor Certificate Registrar~~ Trustee may prescribe, ~~provided~~ PROVIDED that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If ~~three or more Holders make~~ any Certificateholder makes a written request to the ~~Certificate Registrar~~Trustee, and such request states that such ~~Holders desire~~ Certificateholder desires to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication ~~which~~ that such ~~Holders propose~~ requesting Certificateholder proposes to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting ~~Holders~~ Certificateholder access during normal business hours to, or deliver to the requesting Certificateholder a copy of, the most recent list of Certificateholders held by the Certificate ~~Registrar~~Registrar (which list shall be current as of a date no earlier than 30 days prior to the Trustee's receipt of such request). Every Certificateholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Certificateholder regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall be made unless that ~~Transfer~~ transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If ~~offers and sales~~ a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate (other than a Book-Entry Non-Registered Certificate) is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of such Non-Registered ~~Certificates or a Transfer of such~~ Certificate by the ~~Depositor, any Underwriter~~ Depositor or ~~any~~ an Affiliate of ~~their respective Affiliates~~ the Depositor or, in the case of a Rule 144A Global Certificate, any transfer of such Certificate ~~for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof~~ to a successor Depository or or, in the case of a Definitive Certificate issued with respect to a Rule 144A Global Certificate, any transfer of such Certificate to the applicable Certificate ~~Owner(s)~~ Owner in accordance with ~~Section 5.03~~SECTION 5.03(C)), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached hereto as ~~Exhibit C-1A~~ EXHIBIT F-1A; or (ii) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as EXHIBIT F-1B and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as ~~Exhibit C-1B~~ EXHIBIT F-2A or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)EXHIBIT F-2B; or (iiiii) an Opinion of Counsel satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust ~~Fund~~ or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator, the Certificate Administrator~~Servicer, the Trustee, ~~the Custodian~~ any Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. Each Global Certificate shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. If a ~~Transfer~~ transfer of ~~any~~ an interest in ~~the~~ any Rule 144A Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates~~ is to be made without registration under the Securities Act (other than in connection with the initial issuance of the ~~Book-Entry Non-Registered~~ Certificates or a ~~Transfer~~ transfer of ~~any~~ an interest ~~therein~~ in such Rule 144A Global Certificate by the Depositor or an Affiliate of the Depositor~~, any Underwriter or any of their respective Affiliates~~), then (except as otherwise provided in the next succeeding paragraph or in SECTION 5.03 the Certificate Owner desiring to effect such ~~Transfer~~ transfer shall ~~be required to obtain either~~ require from its prospective Transferee: (i) a certificate ~~from such Certificate Owner’s prospective Transferee~~ substantially in the form attached ~~hereto~~ either as ~~Exhibit C-2B,~~ EXHIBIT F-2C hereto; or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such ~~Transfer~~ transfer may be made without registration under the Securities ~~Act~~Act (which Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the Certificate Registrar in their respective capacities as such). Except as otherwise provided in the ~~following two paragraphs~~next paragraph or in SECTION 5.03, no any interest in ~~the~~ a Rule 144A Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates~~ shall not be transferred to any Person ~~who~~ other than a Qualified Institutional Buyer that takes delivery ~~other than~~ in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in ~~the~~ a Rule 144A Global Certificate ~~for any Class of Book-Entry Non-Registered Certificates~~ does not, in connection with the subject ~~Transfer~~transfer, deliver to the Transferor the Opinion of Counsel or one of the ~~certification~~ certifications described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in ~~Exhibit C-2B~~ EXHIBIT F-2C hereto are, with respect to the subject ~~Transfer~~transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate ~~with respect to any Class of Book-Entry Non-Registered Certificates~~ may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the ~~Certificate Registrar~~ Trustee and the Certificate ~~Administrator~~ Registrar of (i) a certificate from the Certificate Owner desiring to effect such ~~certifications~~ transfer substantially in the form attached hereto as EXHIBIT F-1C, (ii) such transferee certification and/or ~~opinions~~ opinion as ~~are~~ is contemplated by the second paragraph of this ~~Section 5.02(b~~SECTION 5.02(B) and (iiiii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by ~~the~~ a denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Trustee and the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this ~~Section 5.02(b~~SECTION 5.02(B), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global ~~Certificate by the denomination of the transferred interests in such Rule 144A Global~~ Certificate, and ~~shall~~ cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a ~~Transfer~~ transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, ~~the Underwriters, the Certificate Administrator, the Trust Advisor~~CGMI, the Trustee, any Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator~~ Servicer and the Certificate Registrar against any liability that may result if such ~~Transfer~~ transfer, sale, pledge or other disposition is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a any Certificate or ~~any~~ interest therein shall be made ~~(A)~~ to any Plan or ~~(B)~~ to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Certificates or any transfer of a Non-Registered Certificate by the Depositor or an Affiliate of the Depositor or, in the case of a Rule 144A Global Certificate, any transfer of such Certificate to a successor Depositary or, in the case of a Definitive Certificate issued with respect to a Rule 144A Global Certificate, any transfer of such Certificate to the applicable Certificate Owner in accordance with SECTION 5.03(C), the Certificate Registrar shall refuse to register the transfer of a Non-Registered Certificate unless it has received from the prospective Transferee one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and continued holding of such Certificate by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) in the case of a Non-Registered Certificate (other than a Class R or Class V Certificate) that is rated investment grade by at least one of the Rating Agencies and is being acquired by or on behalf of a Plan in reliance on the Underwriter Exemption, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, any Exemption-Favored Party, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for servicing the [Separately Serviced Mortgage Loan] or any [Separately Serviced Mortgage Loan] REO Property or any Borrower with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of any such Person, and (Z) agrees that it will obtain from each of its Transferees a written representation that such Transferee, if a Plan, satisfies the requirements of the immediately preceding CLAUSES (III)(X) and (III)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees that are Plans a similar written representation regarding satisfaction of the requirements of the immediately preceding CLAUSES (III)(X) and (III)(Y); or (iv) a certification of facts and an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar or the Trust) which otherwise establish to the reasonable satisfaction of the Certificate Registrar that such transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the form of certification attached hereto as EXHIBIT G-1 is acceptable for purposes of the preceding sentence. Except in connection with the initial issuance of the Certificates or any transfer of an interest in a Book-Entry Non-Registered Certificate by the Depositor or an Affiliate of the Depositor, the Certificate Owner desiring to effect a transfer of an interest in a Book-Entry Non-Registered Certificate shall obtain from its prospective Transferee one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such interest in such Certificate on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and continued holding of an interest in such Certificate by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if such Certificate is not a Class R or Class Y Certificate, if such Certificate is rated investment grade by at least one of the Rating Agencies and if the interest in such Certificate is being acquired by or on behalf of a Plan in reliance on the Underwriter Exemption, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for servicing the [Separately Serviced Mortgage Loan] or any [Separately Serviced Mortgage Loan] REO Property or any Borrower with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of any such Person, and (Z) agrees that it will obtain from each of its Transferees a written representation that such Transferee, if a Plan, satisfies the requirements of the immediately preceding CLAUSES (II)(X) and (II)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees that are Plans a similar written representation regarding satisfaction of the requirements of the immediately preceding CLAUSES (II)(X) and (II)(Y); or (iv) a certification of facts and an Opinion of Counsel to the effect that such transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the form of certification attached hereto as EXHIBIT G-2 is acceptable for purposes of the preceding sentence. Each Transferee of any Registered Certificate or interest therein or of an interest in any Book-Entry Non-Registered Certificate shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and continued holding of such Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of S

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 is hereby ~~initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of~~ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Paying Agent, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If ~~the Certificate Administrator~~ LaSalle Bank National Association resigns or is removed ~~in accordance with the terms hereof~~as Paying Agent, the ~~successor certificate administrator~~ Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at LaSalle Bank National Association, ~~within thirty~~ 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attn: As▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇--▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Securities Corp., Commercial Mort▇▇▇▇ ▇▇▇▇-▇h▇▇▇▇▇ Certificates, Series 2004-C2 (30the "Registrar Office") ~~days after~~ together with an assignment and transfer (executed by the ~~receipt~~ Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to ARCap REIT, Inc.) is to be made ~~without registration under the Securities Act (other than~~ in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, reliance upon ~~receipt, may conclusively rely upon) either: (i) a certificate~~ an exemption from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act~~. Except as provided in the following two paragraphs~~, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable ~~procedures of the Depository~~state securities laws, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withthen either:

Appears in 1 contract

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603) may prescribe, ~~the Certificate Registrar shall provide for the~~ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If ~~three or~~ Certificateholders representing more ~~Holders make written request~~ than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty~~ five (305) ~~days~~ Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than ninety (90) days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or the initial transfer thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry~~ Non-Registered ~~Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer~~ Certificate of any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect~~ such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer Class may be made ~~without registration under~~ to a trust if the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsSection 5. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mort Pass Through Cert Ser 2002-2)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office of the Certificate Administrator) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master Servicers, the Special ~~Servicers~~ Servicer, the Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is ~~not~~ no longer the Certificate Registrar), the Master Servicers and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ E-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~E-2A or, except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~Z, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ Class R-I or Class R-II Certificates, as Exhibit ~~C-2B only)~~E-2B; or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that ~~such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in~~ the ~~case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such~~ prospective Transferee is a Qualified Institutional ~~Buyer)~~ Buyer or, except in the case of the Class Z, Class R-I or Class R-II Certificates, an Institutional -262- Accredited Investor, and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special ~~Servicers, the Tax Administrator~~Servicer, the Certificate Administrator, the ~~Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. The Depositor, MLPF&S or an Affiliate of either (but no other Person) may transfer a Definitive Non-Registered Certificate to a Permitted Individual Investor, provided that (i) the proposed transferee delivers to the Certificate Registrar and the Certificate Administrator a certification substantially in the form of Exhibit E-2E hereto, (ii) the proposed transferor delivers to the Certificate Registrar and the Certificate Administrator a certification substantially in the form of Exhibit E-1 hereto, and (iii) the subject Definitive Non-Registered Certificate is a Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H or Class K Certificate. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~E-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ E-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global ~~Certificate~~ Certificate, if any, for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Certificate Administrator (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate ~~Administrator~~ Administrator, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such ~~certification~~ certifications and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. ~~Also notwithstanding the foregoing, any~~ No beneficial interest in ~~a Rule 144A~~ the Regulation S Global ~~Certificate with respect to~~ Certificate, if any, for any Class of Book-Entry Non-Registered Certificates may be ~~transferred~~ held by any Person that is a United States Securities Person. Any Certificate Owner ~~holding such interest~~ desiring to effect any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form Transfer of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be ~~transferred~~ required to ~~any Person who takes delivery other than~~ obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form ~~of a beneficial interest~~ set forth in ~~such Regulation S Global Certificate. On and prior~~ Exhibit E-2D hereto to the ~~Release Date, each Certificate Owner desiring to~~ effect that such Transferee is not a United States Securities Person. If any ~~Transfer~~ Transferee of an interest in ~~the~~ a Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to ~~another Person who takes delivery~~ the Transferor the certification described in the ~~form of a beneficial interest in~~ preceding sentence, then such ~~Regulation S Global Certificate~~ Transferee shall be ~~required~~ deemed to ~~obtain from such Certificate Owner’s prospective Transferee a written certification substantially in~~ have represented and warranted that all the ~~form~~ certifications set forth in Exhibit ~~C-3B~~ E-2D hereto ~~certifying that such Transferee is an institution that is not a United States Securities Person. On or prior~~ are, with respect to the ~~Release Date~~subject Transfer, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository true and ~~registered in the name of Cede & Co. as nominee of the Depository~~correct. Notwithstanding the preceding paragraph~~, after the Release Date~~, any interest in the Regulation S Global ~~Certificate~~ Certificate, if any, for a Class of Book-Entry Non-Registered Certificates may be transferred ~~by a Certificate Owner~~ to any ~~Person who~~ Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of ~~Certificates upon delivery~~ Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Certificate Administrator of (xA) ~~a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and~~ a certificate from such Certificate ~~Owner’s~~ Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee ~~substantially~~ in accordance with the ~~form attached hereto as Exhibit C-2B~~ second sentence of the third paragraph of this Section 5.02(b) and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such~~ the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such ~~certification~~ certification(s) and/or Opinion of Counsel and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) or, but only if the prospective Transferor is the Depositor, MLPF&S or an Affiliate of either, to any Permitted Individual Investor that, in either case, takes delivery in the form of a Definitive Certificate of the same Class as such Global Certificate upon (i) delivery to the Certificate Registrar and the Certificate Administrator of (A) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (B) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Global Certificate, and (ii) in the case of a transfer to a Permitted Individual Investor, satisfaction of any other conditions set forth in the second paragraph of this Section 5.02(b). Upon delivery to the Certificate Registrar and the Certificate Administrator of the certifications and/or opinions contemplated by (and, in the case of a transfer to a Permitted Individual Investor, satisfaction of any other conditions set forth in) the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Global Certificate by the denomination of the transferred interests in such Global Certificate, and shall cause a Definitive Certificate of the same Class as such Global Certificate, and in a denomination equal to the reduction in the denomination of such Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Notwithstanding anything herein to the contrary, the Class L, Class M, Class N, Class O, Class P, Class Q, Class S and Class T Certificates may only be sold to Institutional Accredited Investors and Qualified Institutional Buyers, and no Regulation S Global Certificate will be issued with respect thereto. The Class Z, Class R-I and R-II Certificates may only be sold to Qualified Institutional Buyers. None of the Depositor, the ~~Underwriters~~Trustee, the Certificate ~~Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax~~ Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor~~Initial Purchasers, the Trustee, any Fiscal Agent, the Master Servicers, the Special ~~Servicers~~Servicer, the ~~Tax Administrator~~ Certificate Administrator, the Custodian and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code or any other federal, state, local or foreign law ("Similar Law") that is substantially similar to Section 406 or 407 of ERISA or Section 4975 of the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection withthe

Appears in 1 contract

Sources: Pooling and Servicing Agreement (MLMT 2008-C1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the ~~Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at the Corporate Trust Office (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), ~~within thirty~~ (30c) ~~days after~~ and (d), the ~~receipt of such request, afford (or cause any other~~ Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit C attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry~~ Non-Registered ~~Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer~~ Certificate of any ~~interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect~~ such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer Class may be made ~~without registration under~~ to a trust if the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawsSection 5. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chase Manhattan Bk First Union Na Bk Com Mor Tr Ser 1999-1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: G▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇--▇▇▇▇▇▇▇▇▇ ▇apital Commercial Funding Corp., Commercial Mortgage Trust Series 2005-GG3. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with ~~the initial issuance of the Non-Registered Certificates or~~ a Transfer ~~of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case~~ of a Global Certificate for any Class of Book-Entry Non-Registered ~~Certificates, a Transfer thereof~~ Certificates to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or~~ F-2A or, with respect to each Definitive Non-Registered Certificate other than the Class R-I and Class R-II Certificates, as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except ~~that,~~ in the case of ~~any proposed transfer of a~~ the Class ~~R Certificate~~R-I and Class R-II Certificates, ~~such Opinion of Counsel~~ where the prospective Transferee must be ~~to the effect that such prospective Transferee is~~ a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. ~~If any~~ A Transferee of an interest in the Rule 144A Global Certificate that takes delivery for ~~any~~ a Class of Book-Entry Non-Registered Certificates ~~does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee~~ shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. ~~Notwithstanding the preceding paragraph, any~~ Any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred ~~(without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph)~~ by ~~the Depositor, any Affiliate of~~ the Depositor or any ~~Person designated in writing by~~ Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the ~~Book-Entry Non-Registered~~ Certificates to be ~~transferred~~transferred (such date of transfer, the "Transfer Date"). Upon delivery to the Certificate Registrar of such certification and ~~such~~ orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of ~~Book-Entry Non-Registered~~ Certificates and increase the denomination of the Regulation S Global Certificate for ~~such~~ the applicable Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. , provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the date (the "Release Date") which is 40 days after the Transfer Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. , provided that no Regulation S Restricted Certificate may be transferred to a Person acquiring such Certificate in reliance on Regulation S. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such Class of Book-Entry Non-Registered~~ the Certificates to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the applicable Class ~~of Book-Entry Non-Registered Certificates,~~ being transferred and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in ▇▇▇▇h such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to Title I of ERISA, Section 4975 of the Code or any materially similar provision ("Similar Law") of applicable federal, state or local law (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the ~~Code~~Code or any similar violation of Similar Law. Except in connection ~~with~~with Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case of a Certificate other than a Class R-I or Class R-II Certificate, a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such Transfer will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the form of certification attached hereto as Exhibit G (with respect to Definitive Non-Registered Certificates) is acceptable for purposes of the preceding sentence. If any Transferee of a Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject Transfer, deliver to the Certificate Registrar (in the case of a Definitive Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding sentence, then such Transferee (and in any event any owner of a Book-Entry Certificate that is not an Investment Grade Certificate) shall be deemed to have represented and warranted that either: (i) such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code (or similar violation of Similar Law). Any Transferee of a Book-Entry Certificate that is an Investment Grade Certificate that is being acquired by or on behalf of a Plan in reliance on the Prohibited Transaction Exemption shall be deemed to have represented and warranted that such Plan (X) is an accredited investor as defined in Rule 501(a)

Appears in 1 contract

Sources: Pooling and Servicing Agreement (GCCFC 2005-Gg3)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603) may prescribe, ~~the Certificate Registrar shall provide for the~~ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If ~~three or~~ Certificateholders representing more ~~Holders make written request~~ than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication ~~which~~ that such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ five Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or the initial transfer thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates~~ an "Institutional Accredited Investor") or a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ "qualified institutional buyer" as defined in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and the Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the certifications described in the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer~~ Non-Registered Certificate of any ~~interest~~ such Class may be made to a trust if the transferor provides to the Certificate Registrar and to the Trustee a certification that interests in such trust may only be transferred subject to requirements substantially to the ~~Rule 144A Global Certificate for~~ effect set forth in this Section 5.02. Purchasers of the Class CP Certificates in offshore transactions in reliance on Regulation S must also be QIBs or Institutional Accredited Investors. The Master Servicer will furnish, or cause to be furnished, upon the request of any ~~Class~~ Holder of ~~Book~~Non-~~Entry~~ Registered Certificates, to a prospective purchaser of such Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee who is a Qualified Institutional Buyer, such information relating to the Mortgage Loans that are in its possession and ~~that such Transfer may be made without registration under the Securities Act. Except~~ as ~~provided~~ is specified in ~~the following two paragraphs, no interest in the~~ paragraph (d)(4) of Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the Trust Fund, unless, at the time of such request, the entity with respect to which such information is to be provided is subject ~~Transfer, true and correct. Notwithstanding~~ to the ~~preceding paragraph, any interest in the Rule 144A Global Certificate for a Class~~ reporting requirements of ~~Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii~~Section 15(d) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsExchange Act. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the~~ Trustee, the Master ~~Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Servicer or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the~~ Trustee, the Master ~~Servicers, the Special Servicers, the Tax Administrator~~ Servicer and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. Unless the Certificate Registrar determines otherwise in accordance with applicable law and the rules and procedures of, ~~state~~ or ~~foreign laws~~applicable to, the Depository (the "Depository Rules"), transfers of a beneficial interest in a Book-Entry Certificate representing an interest in a Non-Registered Certificate that is not rated in one of the top four categories by a nationally recognized statistical rating organization to (i) an Institutional Accredited Investor will require delivery in the form of a Definitive Certificate and the Certificate Registrar shall register such transfer only upon compliance with the foregoing provisions of this Section 5.02(b) or (ii) a Qualified Institutional Buyer may only be effectuated by means of an "SRO Rule 144A System" approved for such purpose by the Commission. (c) ~~No Transfer~~ With respect to the ERISA Restricted Certificates, the Class V Certificates and Residual Certificates: no sale, transfer, pledge or other disposition by any Holder of a any such Certificate ~~or any interest therein~~ shall be made unless the Certificate Registrar shall have received either (Ai) ~~to any Plan~~ a representation letter from the proposed purchaser or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding transferee of such Certificate substantially in the form of Exhibit E attached hereto, to the effect that such proposed purchaser or ~~interest therein by~~ transferee is not (a) an employee benefit plan subject to the ~~prospective Transferee would result in a violation of Section 406 or 407~~ fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law ("Similar Law") that is, to a material extent, similar ~~violation~~ to the foregoing provisions of ERISA or the Code (each a "Plan") or (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation ss. 2510.3-101), other than (except with respect to the Class V Certificates or a Residual Certificate) an insurance company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Prohibited Transaction Class Exemption 95-60 or (ii) except for the Class V Certificates or the Residual Certificates (which may not be transferred to a Holder who does not make the representation described in clause (i)(a) or (i)(b)), if such Certificate is presented for registration in the name of a purchaser or transferee that is any of the foregoing, any Opinion of Counsel or other certification as the Certificate Registrar may reasonably require and in form and substance satisfactory to the Certificate Registrar and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt "prohibited transaction" within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not subject the Trustee, the Certificate Registrar, the Master Servicer, the Special Servicer, the Underwriters, the Placement Agent or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Certificate Registrar shall not register the sale, transfer, pledge or other disposition of any such Certificate unless the Certificate Registrar has received either the representation letter described in clause (i) above or, with respect to the ERISA Restricted Certificates, the Opinions of Counsel or other certification described in clause (ii) above. The costs of any of the foregoing representation letters, certifications or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Underwriters, the Placement Agent, the Certificate Registrar or the Trust Fund. With respect to transfers of Book-Entry Certificates only, to the extent the purchase or holding of a Certificate described in this Section 5.02(c) would be restricted by ERISA, the Code or Similar Law, each Certificate Owner of such Certificate shall be deemed to represent that it is not a Person specified in clause (i)(a) or (i)(b) above and therefore shall not be required pursuant to this Section 5.02(c) to deliver to the Certificate Registrar the representation letter in the form of Exhibit E attached hereto described in clause (a) above, or the Opinion of Counsel or other certification described in clause (ii) above. Any transfer, sale, pledge or other disposition of any such Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law. Each person owning a beneficial interest in a Certificate shall be deemed to represent that neither such Person nor any owner of a five percent or greater interest in such Person is an employer with employees covered by the General Electric Pension Trust. Any transfer, sale, pledge or other disposition of any such Certificates that would constitute or result in ~~the imposition of an excise tax~~ a prohibited transaction under ERISA, Section 4975 of the ~~Code~~Code or any Similar Law, or would otherwise violate the provisions of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law. So long as any of the Class of Certificates remains outstanding, the Master Servicer will make available, or cause to be made available, upon request, to any Holder and any Person to whom any such Certificate of any such Class of Certificates may be offered or sold, transferred, pledged or otherwise disposed of by such Holder, information with respect to the Master Servicer, the Special Servicer or the Loans reasonably necessary to the provision of an Opinion of Counsel described in this Section 5.02(c). (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under clause (ii) below to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee and the REMIC Administrator of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate (other than in connection with the initial issuance thereof or the transfer thereof among the Depositor and its Affiliates), the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of, an affidavit and agreement substantially in the form attached hereto as Exhibit C-1 (a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Except in connection ~~with~~with the initial issuance of the Residual Certificates or any transfer thereof among the Depositor and its Affiliates, each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit C-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (ii) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2005-2)

Registration of Transfer and Exchange of Certificates. 220 (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers,~~ Servicer and the Special ~~Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided, ~~provided~~ that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer, shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless ~~that Transfer~~ such transfer is ~~exempt from~~ made pursuant to an effective registration statement under the Securities Act, and effective registration ~~and/or~~ or qualification ~~requirements of~~ under applicable state securities laws, or is made to a Qualified Institutional Buyer in accordance with Rule 144A promulgated under the Securities Act ~~and any applicable securities~~ in a transaction that does not require such registration or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky lawsqualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities ~~Act (~~Act, other than ~~in connection with the initial issuance of the Non-Registered Certificates or~~ a ~~Transfer of such Certificate~~ transfer by the ~~Depositor, any Underwriter~~ Depositor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03)an Affiliate thereof, then the ~~Certificate Registrar~~ Trustee shall ~~refuse~~ require, in order to ~~register~~ assure compliance with such ~~Transfer unless~~ laws, receipt by it ~~receives (and, upon receipt, may conclusively rely upon) either: (i)~~ and the Depositor of a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ B-1 hereto and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached ~~hereto either~~ as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correctB-2 hereto. Notwithstanding the ~~preceding paragraph~~foregoing, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form transfers of a beneficial interest in ~~the Regulation S Global Certificate for such~~ any Class (or portion thereof) of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates ~~to be transferred. Upon delivery to~~ (other than the ~~Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and~~ Residual Certificates) in accordance with the ~~applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates~~ rules and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository applicable to ~~direct the Certificate Administrator~~ transfers by its respective participants will be permitted if such transfer is made to ~~debit the account of~~ a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and Qualified Institutional Buyer in accordance with ~~the applicable procedures of the Depository, shall reduce the denomination of the subject~~ Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required promulgated under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsAct. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Trustee and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (ci) No ~~Transfer~~ transfer of a Senior Certificate or a Class B, Class C, Class D, Class E, Class F, Class G or Class H Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless (1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, and at the time of such transfer, such Certificates continue to be rated in one of the top four rating categories by at least one Rating Agency or (2) such Plan is an "insurance company general account" (within the meaning of PTCE 95-60 (as defined below)) and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of acquisition of such Certificate. Each purchaser or transferee that is a Plan or is investing on behalf of or with "plan assets" of a Plan will be deemed to have represented that the foregoing conditions have been satisfied. (ii) No transfer of a Residual Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with ~~assets~~ "plan assets" of a Plan. No transfer of a Class J, ~~if the purchase and holding of~~ Class K, Class L, Class M, Class N-1, Class N-2, Class O, Class P or Class Q Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein by on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan unless the prospective ~~Transferee would~~ transferee of any such Certificate or any interest therein provides a certification of facts to the Depositor, the Master Servicer and the Trustee substantially to the effect that (or, if such Certificate is not in certificated form, will be deemed to represent that) the purchase of such Certificate by or on behalf of, or with "plan assets" of, such Plan is permissible under applicable law, will not constitute or result in ~~a violation of Section 406 or 407 of~~ any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (2) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in United States Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. Any purchaser of a ~~similar violation under Similar Law~~Class J, Class K, Class L, Class M, Class N-1, Class N-2, Class O, Class P or Class Q Certificate or any interest therein will be deemed to have represented by such purchase that either (a) such purchaser is not a Plan and is not purchasing such Certificates by or on behalf of, or ~~would~~ with "plan assets" of, any Plan or (b) the purchase of any such Certificate by or on behalf of, or with "plan assets" of, such Plan is permissible under applicable law, will not result in ~~the imposition of an excise tax~~ any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (i) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (ii) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60) and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. ~~Except~~ The Trustee may require that any prospective transferee of a Certificate that is held as a Definitive Certificate provide such certifications as the Trustee may deem desirable or necessary in ~~connection with~~order to 222 establish that such transferee or the Person in whose name such registration is requested is not a Plan or a Person who is directly or indirectly purchasing such Certificate on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan or that the conditions of an acceptable alternative have been satisfied. The Trustee shall not have any responsibility to monitor or restrict the transfer of Ownership Interests in any Certificates that are in the form of a Book-Entry Certificate.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services Group-First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C3), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Paying Agent is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If ~~the Certificate Administrator resigns or~~ LaSalle Bank National Association is removed ~~in accordance with the terms hereof~~as Paying Agent, ~~the successor certificate administrator~~ then LaSalle Bank National Association shall ~~immediately succeed to its duties~~ be removed as Certificate Registrar. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the~~ Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state or foreign laws. (c) No Transfer~~ the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any ~~interest therein shall~~ prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be ~~made~~ delivered under paragraph (Ad)(4) to of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any ~~Plan or~~ Non-Registered Certificate is a Book-Entry Certificate, (Ba) ~~to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding~~ each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Paying Agent, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or ~~interest therein by~~ prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the ~~prospective Transferee would result in a violation~~ Trustee, the Paying Agent, the Depositor and the transferor of ~~Section 406~~ such Certificate the information set forth on Exhibit G-2 or ~~407 of ERISA~~ Exhibit G-3 upon or ~~Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with~~prior to such transfer.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special ~~Servicers~~ Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), ~~the~~ each Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B~~ F-2A or as Exhibit ~~C-2B~~ F-2B (except that, in the case of any proposed transfer of a Class R Certificate or a Class V Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit ~~C-2B~~ F-2A only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate or a Class V Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, ~~the~~ either Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the Certificate Administrator, the Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the ~~Book-Entry Non-Registered Certificates~~ Class X-1, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ Class ~~of Book-Entry Non-Registered Certificates~~ X-1, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class Q] Certificates, as applicable, and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, ~~each~~ the Certificate Owner desiring to effect any such Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s 's prospective Transferee a written certification substantially in the form set forth in Exhibit ~~C-3B~~ F-2D hereto certifying that such Transferee ~~is an institution that~~ is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by ~~a Certificate Owner~~ the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of (x) a certificate ~~from~~ to the effect that the Certificate Owner desiring to effect such Transfer ~~substantially in~~ is the ~~form~~ Depositor or an Affiliate of ~~attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in~~ the ~~form attached hereto as Exhibit C-2B~~ Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in ~~such~~ the Class ~~of Book-Entry Non-Registered Certificates~~ X-1, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, to be transferred. Upon delivery to the Certificate Registrar ~~and the Certificate Administrator~~ of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of ~~such~~ the Class ~~of Book-Entry Non-Registered~~ X-1, Class E, Class F, Class G, Class H. Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Fiscal Agent, the Master Servicers, the Special ~~Servicers, the Trust Advisor~~Servicer, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the ~~Trust Advisor, the~~ Trustee, the Fiscal Agent, each Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) alternatively, but only in the case of a Certificate that is not a Class R or Class V Certificate, a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provis

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Pwr5)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator is~~ LaSalle Bank National Association, located at 1▇▇ ▇. ▇▇▇▇▇▇▇ Street, Chicago, Illinois 60603, hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor, the Master Servicers~~Paying Agent, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If ~~the Certificate Administrator~~ LaSalle Bank, National Association, resigns or is removed ~~in accordance with the terms hereof~~as Paying Agent, the ~~successor certificate administrator~~ Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at 1▇▇ ▇. ▇▇▇▇▇▇▇ Street, ~~within thirty~~ Suite 1625, Chicago, Illinois 60603, Attn: Asset-Backed Securities Trust Services Group-J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-C1 (30the "Registrar Office") ~~days after~~ together with an assignment and transfer (executed by the ~~receipt~~ Holder or his duly authorized attorney). Subject to the requirements of ~~such request~~Sections 5.02(b), ~~afford~~ (~~or cause any other~~ c) and (d), the Certificate Registrar ~~to afford)~~ shall execute and the ~~requesting Holders access during normal business hours to~~ Authenticating Agent shall duly authenticate in the ~~most recent list~~ name of ~~Certificateholders held~~ the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction which does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the ~~Securities Act~~ applicable state securities laws, then: (~~other than~~ i) RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE DURING THE RESTRICTED PERIOD. If, during the Restricted Period, a Beneficial Owner of an interest in ~~connection with the initial issuance of the Non-Registered Certificates or~~ a ~~Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of~~ Rule 144A Book-Entry ~~Non-Registered Certificates, a Transfer thereof~~ Certificate wishes at any time to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an its beneficial interest in such Rule 144A ~~Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of~~ Book-Entry ~~Non-Registered Certificates does not, in connection with the subject Transfer, deliver~~ Certificate to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who ~~takes~~ wishes to take delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery thereof in the form of a beneficial interest in a ~~Rule 144A Global Certificate upon delivery~~ Regulation S Book-Entry Certificate, such Beneficial Owner may, in addition to ~~the Certificate Registrar~~ complying with all applicable rules and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository and Clearstream or Euroclear applicable to ~~direct~~ transfers by their respective participants (the ~~Certificate Administrator to credit~~ "Applicable Procedures"), transfer or cause the ~~account~~ transfer of ~~a Depository Participant by the denomination of the transferred interests in~~ such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest for an equivalent beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate only upon compliance with the provisions of this Section 5.2(b)(i). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-~~Registered~~ Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Beneficial Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER THE RESTRICTED PERIOD. If, after the Restricted Period, a Beneficial Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who ~~takes~~ wishes to take delivery ~~other than~~ thereof in the form of a beneficial interest in ~~such~~ a Regulation S ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(ii). ~~On and prior~~ Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to ~~the Release Date, each Certificate Owner desiring~~ credit or cause to ~~effect any Transfer of an~~ be credited to another specified Depository Participant's account a beneficial interest in the Regulation S ~~Global Certificate for any Class of~~ Book-Entry ~~Non~~Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-~~Registered Certificates~~ Entry Certificate to ~~another Person who takes delivery~~ be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Beneficial Owner that is transferring such interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY Certificate. If the Beneficial Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry ~~Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global~~ Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for to a ~~Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any~~ Person who ~~takes~~ wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A ~~Global~~ Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate ~~for such Class~~ only upon compliance with the provisions of ~~Certificates upon delivery to~~ this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar ~~and the Certificate Administrator~~ at its Corporate Trust Office of (x1) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written ~~orders and~~ instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and given in accordance with the ~~applicable procedures of~~ Applicable Procedures from a Depository Participant directing the ~~Depository, shall reduce~~ Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the ~~denomination of the Regulation S Global Certificate in respect of such Class of~~ Rule 144A Book-Entry ~~Non-Registered Certificates, and increase~~ Certificate in an amount equal to the ~~denomination of the Rule 144A Global Certificate for such Class, by the denomination~~ Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such ~~Class~~ account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit O hereto given by the Beneficial Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such ~~orders and instructions. None~~ instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the ~~Depositor, the Underwriters, the~~ Regulation S Book-Entry Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the Certificate Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator and the Certificate Registrar against any liability that may result if was reduced upon such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws or is not made in accordance with such federal, state or foreign lawstransfer. (civ) ~~No Transfer~~ TRANSFERS WITHIN REGULATION S BOOK-ENTRY CERTIFICATES DURING RESTRICTED PERIOD. If, during the Restricted Period, the Beneficial Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Certificate to a Person who wishes to take delivery thereof in the form of a ~~Certificate~~ Regulation S Book-Entry Certificate, such Beneficial Owner may transfer or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if cause the ~~purchase and holding~~ transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate ~~or interest therein by~~ only upon compliance with the ~~prospective Transferee would result in a violation~~ provisions of this Section ~~406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with~~5.2(b)(iv)

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar (located as of the Closing Date at [______________________________]) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The ~~Certificate Registrar~~ Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor’s duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If ~~three or~~ Certificateholders representing more ~~Holders make written request~~ than 25% of any Class of Certificates (hereinafter referred to as “applicants”) apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication ~~which~~ that such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ [___] Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than [__] days prior to the date of receipt of such applicants’ request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdictionqualification. If a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer (other than one by the Depositor to an Affiliate thereof or the initial transfer thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the “Investment Representation Letter”) substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or an entity all of the equity owners of which are such institutions (an “Institutional Accredited Investor”) or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (~~other than in connection with~~ a “Qualified Institutional Buyer”), and the ~~initial issuance~~ Certificate Registrar may also require that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (ii) if the ~~Non-Registered Certificates or a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or,~~ certifications described in the ~~case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates~~preceding clause (i) cannot be provided, ~~a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s~~(a) ~~in accordance with Section 5.03), then~~ the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) require an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator to~~ Registrar and the ~~effect~~ Depositor that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made ~~without~~ pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration or qualification under the Securities ~~Act (~~Act, applicable state securities laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust ~~Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator~~Fund, the Certificate ~~Administrator~~Registrar, the ~~Trustee,~~ Depositor or the ~~Custodian or~~ Trustee and (b) the Certificate Registrar shall require the transferor to execute a certification in ~~their respective capacities as such), together with~~ form and substance satisfactory to the ~~written certification(s) as to~~ Certificate Registrar setting forth the facts surrounding such ~~Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion~~ transfer; provided, however, that a transfer of ~~Counsel is based. If~~ a ~~Transfer~~ Non-Registered Certificate of any ~~interest~~ such Class may be made to a trust if the transferor provides to the Certificate Registrar and to the Trustee a certification that interests in such trust may only be transferred subject to requirements substantially to the ~~Rule 144A Global Certificate for~~ effect set forth in this Section 5.02. The Master Servicer will furnish, or cause to be furnished, upon the request of any ~~Class~~ Holder of ~~Book~~Non-~~Entry~~ Registered Certificates, to a prospective purchaser of such Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee who is a Qualified Institutional Buyer, such information relating to the Mortgage Loans that are in its possession and ~~that such Transfer may be made without registration under the Securities Act. Except~~ as ~~provided~~ is specified in ~~the following two paragraphs, no interest in the~~ paragraph (d)(4) of Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the Trust Fund, unless, at the time of such request, the entity with respect to which such information is to be provided is subject ~~Transfer, true and correct. Notwithstanding~~ to the ~~preceding paragraph, any interest in the Rule 144A Global Certificate for a Class~~ reporting requirements of ~~Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii~~Section 15(d) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsExchange Act. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Trust Advisor, the Tax Administrator~~ Servicer or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the~~ Trustee, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator~~ Servicer and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. Unless the Certificate Registrar determines otherwise in accordance with applicable law and the rules and procedures of, ~~state~~ or ~~foreign laws~~applicable to, the Depository (the “Depository Rules”), transfers of a beneficial interest in a Book-Entry Certificate representing an interest in a Non-Registered Certificate that is not rated in one of the top four categories by a nationally recognized statistical rating organization to (i) an Institutional Accredited Investor will require delivery in the form of a Definitive Certificate and the Certificate Registrar shall register such transfer only upon compliance with the foregoing provisions of this Section 5.02(b) or (ii) a Qualified Institutional Buyer may only be effectuated by means of an “SRO Rule 144A System” approved for such purpose by the Commission. (c) ~~No Transfer~~ With respect to the Non-Registered Certificates: no sale, transfer, pledge or other disposition by any Holder of a any such Certificate ~~or any interest therein~~ shall be made unless the Certificate Registrar shall have received either (Ai) ~~to any Plan~~ a representation letter from the proposed purchaser or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding transferee of such Certificate substantially in the form of Exhibit E attached hereto, to the effect that such proposed purchaser or ~~interest therein by~~ transferee is not (a) an employee benefit plan subject to the ~~prospective Transferee would result in a violation of Section 406 or 407~~ fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar Law”) that is, to a material extent, similar ~~violation~~ to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than (except with respect to the Residual Certificates) an insurance company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Prohibited Transaction Class Exemption 95-60 or (ii) except for the Residual Certificates (which may not be transferred to a Holder who does not make the representation described in clause (i)(a) or (i)(b)) of this Section 5.02(c), if such Certificate is presented for registration in the name of a purchaser or transferee that is any of the foregoing, any Opinion of Counsel or other certification as the Certificate Registrar may reasonably require and in form and substance satisfactory to the Certificate Registrar and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not subject the Trustee, the Certificate Registrar, the Master Servicer, the Special Servicer, the Underwriters, the Initial Purchasers or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in this Agreement. The Certificate Registrar shall not register the sale, transfer, pledge or other disposition of any such Certificate unless the Certificate Registrar has received either the representation letter described in clause (i) of this Section 5.02(c) or, with respect to the Non-Registered Certificates, the Opinions of Counsel or other certification described in clause (ii) of this Section 5.02(c). The costs of any of the foregoing representation letters, certifications or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Underwriters, the Initial Purchasers, the Certificate Registrar or the Trust Fund. With respect to transfers of Book-Entry Certificates only, to the extent the purchase or holding of a Certificate described in this Section 5.02(c) would be restricted by ERISA, the Code or Similar Law, each Certificate Owner of such Certificate shall be deemed to represent that it is not a Person specified in clause (i)(a) or (i)(b) of this Section 5.02(c) and therefore shall not be required pursuant to this Section 5.02(c) to deliver to the Certificate Registrar the representation letter in the form of Exhibit E attached hereto described in clause (i) of this Section 5.02(c), or the Opinion of Counsel or other certification described in clause (ii) of this Section 5.02(c). Any transfer, sale, pledge or other disposition of any such Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law. Any transfer, sale, pledge or other disposition of any such Certificates that would constitute or result in ~~the imposition of an excise tax~~ a prohibited transaction under ERISA, Section 4975 of the ~~Code~~Code or any Similar Law, or would otherwise violate the provisions of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law. ~~Except~~ So long as any of the Class of Certificates remains outstanding, the Master Servicer will make available, or cause to be made available, upon request, to any Holder and any Person to whom any such Certificate of any such Class of Certificates may be offered or sold, transferred, pledged or otherwise disposed of by such Holder, information with respect to the Master Servicer, the Special Servicer or the Mortgage Loans reasonably necessary to the provision of an Opinion of Counsel described in ~~connection with~~this Section 5.02(c).

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at LaSalle Bank National Association, ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street, Suite 1625, Chicago, IL 60603, shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Underwriters or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ G-1 hereto, and a certificate from such Certificateholder’s 's prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit G-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s 's prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state~~ the Depositor shall furnish upon request of a Certificateholder or ~~foreign laws~~Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit G-2 or Exhibit G-3 upon or prior to such transfer. (c) No ~~Transfer~~ transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, any "plan" described by Section 4975(e)(1) of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) in the case of a Certificate other than a Residual Certificate, a Class Z-I Certificate or a Class Z-II Certificate, the transferee is an insurance company general account and (1) it is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"), including the requirement that there is no "plan" (as defined in PTCE 95-60) with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such plan and all other plans maintained by the same employer (or any "affiliate" thereof as defined in PTCE 95-60) or by the same employee organization exceeds 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60), and will continue to satisfy such requirements thereafter, (2) each Plan invested in such general account qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (3) it will obtain from each of its transferees that is an insurance company general account a written representation that such transferee satisfies the requirements described in the preceding clauses (1) and (2) and a written agreement of the type described in this clause (3), or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate, a Class Z-I Certificate or a Class Z-II Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit H hereto that it meets the foregoing conditions and that it will not 168 transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (1) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (2) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit I (a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate as they come due and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (3) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (4) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit I-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (5) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. Any proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Trustee to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is ~~directly~~ a Disqualified Organization or ~~indirectly purchasing~~ agent thereof, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate, and the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. The transferor of such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar, the Master Servicer and the Special Servicer for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or ~~interest therein on behalf~~ eliminated, provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (1) written confirmation from each Rating Agency to the effect that the modification of, ~~as named fiduciary~~ addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (2) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause either REMIC I or REMIC II to (x) cease to qualify as ~~trustee of~~a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted Transferee, or ~~with assets of~~ cause a ~~Plan, if the purchase and holding of such Certificate or interest therein by~~ Person other than the prospective Transferee ~~would result in~~ to be subject to a ~~violation~~ REMIC-related tax caused by the Transfer of ~~Section 406 or 407 of ERISA or Section 4975 of the Code, or~~ a ~~similar violation under Similar Law, or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection with~~Residual Certificate to a Person that i

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. ~~The~~ For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate~~ REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the ~~predecessor Certificate Registrar~~ Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the ~~Trustee~~Master Servicer, the ~~Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers~~ Special Servicer and the ~~Special Servicers~~ REMIC Administrator shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more ~~Holders make written request~~ Certificateholders (hereinafter referred to as "applicants") apply in writing to the ~~Certificate Registrar~~Trustee, and such ~~request~~ application states that ~~such Holders~~ the applicants desire to communicate with other ~~Holders~~ Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such ~~Holders~~ applicants propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30) days~~ five Business Days after the receipt of such ~~request~~application, afford ~~(or cause any other Certificate Registrar to afford) the requesting Holders~~ such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate ~~Registrar~~Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with~~ a transaction which does not require such registration or qualification. In the ~~Securities Act and such other securities or blue sky laws. If offers and sales~~ event a transfer of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate (other than in connection with the initial issuance of the Certificates or a transfer of such Non-Registered Certificate by the Depositor or any Affiliate of the Depositor and other than a Non-Registered Certificate which constitutes a Book-Entry Certificate) is to be made without registration under the Securities Act, the Certificate Registrar shall refuse to register such transfer unless it receives the following: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto; or (ii) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-2 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached either as Exhibit B-3 or Exhibit B-4 hereto; or (iii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. If a transfer of any interest in any Non-Registered Certificate that constitutes a Book-Entry Certificate (such as a Class F Certificate) is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of any interest in such Non-Registered ~~Certificates or a Transfer of such~~ Certificate by the ~~Depositor, any Underwriter~~ Depositor or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03its Affiliates), then the Certificate ~~Registrar~~ Owner desiring to effect such transfer shall ~~refuse~~ be required to ~~register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either:~~ obtain either (i) a certificate from ~~the Certificateholder desiring to effect~~ such ~~Transfer~~ Certificate Owner's prospective transferee substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached~~ B-5 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~B-6 hereto; or (ii) an Opinion of Counsel ~~satisfactory to the Certificate Administrator~~ to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust ~~Fund~~ or of the Depositor, the Mortgage Loan Seller, the Master ~~Servicers~~Servicer, the Special ~~Servicers, the Tax Administrator, the Certificate Administrator~~Servicer, the Trustee, the ~~Custodian~~ REMIC Administrator or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any ~~Certificateholder~~ Holder or Certificate Owner ~~desiring to effect~~ of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the~~ Trustee, the ~~Master Servicers, the Special Servicers, the Tax~~ REMIC Administrator and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No ~~Transfer~~ transfer of a any Non-Registered Certificate or any interest therein shall be made under any circumstances (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of or as trustee of a Plan, or with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101, unless: (x) in the case of any Non-Registered Certificate or interest therein that is being acquired with "plan assets", the prospective Transferee provides the Certificate Registrar (or, in the case of a Non-Registered Certificate that constitutes a Book-Entry Certificate, the Certificate Owner that desires to effect the transfer) with a certification to the effect that the purchase, continued holding and transfer of such Certificate or interest therein is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption ("PTCE") 95-60 or under Section 401(c) of ERISA; or (y) in the case of any Non-Registered Certificate that is held as a Definitive Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel, obtained at the expense of such prospective Transferee, which establish to the satisfaction of the Certificate Registrar that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, will not result in the imposition of an excise tax under Section 4975 of the Code and will not subject the Trustee, Master Servicer or Special Servicer to any obligation in addition to those undertaken in this Agreement. Each Person who acquires any Certificate (including, without limitation, a Registered Certificate) or interest therein shall (in all cases, in the case of a Registered Certificate, and only if such Person shall not have delivered the Opinion of Counsel and/or one of the certifications referred to in the preceding sentence, in the case of a Non-Registered Certificate) be deemed to have certified that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if or (ii) alternatively, that the ~~purchase~~ purchase, continued holding and ~~holding~~ transfer of such Certificate or interest therein by is exempt from the ~~prospective Transferee would result in a violation~~ prohibited transaction provisions of Section 406 ~~or 407~~ of ERISA or and Section 4975 of the ~~Code~~Code under Prohibited Transaction Exemption ("PTE") 90-88 or PTE 93-31, Sections I and III of PTCE 95-60 or Section 401(c) of ERISA. (i) Each Person who has or who acquires any Ownership Interest in a ~~similar violation~~ Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under ~~Similar Law~~clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and a United States Person and shall promptly notify the Trustee and the REMIC Administrator of any change or impending change in its status as a Permitted Transferee or United States Person. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate (other than in connection with the initial issuance thereof or the transfer thereof among the Depositor and its Affiliates), ~~or would result~~ the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of, an affidavit and agreement substantially in the ~~imposition~~ form attached hereto as Exhibit C-1 (a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate it will endeavor to remain a Permitted Transferee, that it is a United States Person and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is not both a Permitted Transferee and a United States Person, no Transfer of an ~~excise tax under Section 4975 of the Code.~~ Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Except in connection ~~with~~with the initial issuance of the Residual Certificates or any transfer thereof among the Depositor and its Affiliates, each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (1) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (2) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit C-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee and a United States Person. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee and the REMIC Administrator written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder". (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, then the Trustee shall have the right, but not the obligation, to cause the transfer of such Residual Certificate to a Permitted Transferee selected by the Trustee on such terms as the Trustee may choose, and the Trustee shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. Such Permitted Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Trustee. Such Permitted Transferee may be the Trustee itself or any Affiliate of the Trustee. (iii) The REMIC Administrator shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee or a United States Person, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is not a Permitted Transferee. The Person holding such Ownership Interest shall be responsible for the reasonable compensation of the REMIC Administrator for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this subsection (iv) may be modi

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Nationslink Funding Corp)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ~~The Certificate Administrator~~ LaSalle National Bank is hereby initially appointed ~~(and hereby agrees to act in accordance with the terms hereof) as~~ Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor, the Master Servicers~~Fiscal Agent, the Special ~~Servicers~~ Servicer and ~~(if~~ the ~~Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided, ~~provided~~ however, that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate ~~Administrator~~ registrar resigns ~~or is removed in accordance with the terms hereof~~as Certificate Registrar, the ~~successor certificate administrator~~ Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the ~~Certificate Administrator (if it is not the Certificate Registrar)~~Fiscal Agent, the ~~Master Servicers~~ Paying Agent, the Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make written request~~ The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such ~~request states that such Holders desire~~ Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar ~~shall~~at its office maintained at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ~~within thirty (30) days after~~ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or at the ~~receipt of such request~~Corporate Trust Office, ~~afford (or cause any other~~ if the Trustee is the Certificate Registrar ~~to afford~~(the "Registrar Office") together with an assignment and transfer (executed by the ~~requesting Holders access during normal business hours~~ Holder or his duly authorized attorney). Subject to the ~~most recent list~~ requirements of ~~Certificateholders held~~ Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate ~~Registrar~~Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be cancelled, and the Certificate Registrar shall hold such cancelled Certificates in accordance with its standard procedures. (b) ~~No Transfer~~ If a transfer of ~~any~~ Non-~~Registered Certificate or interest therein shall be made unless that Transfer is exempt from~~ Public Securities (other than a transfer by the registration and/or qualification requirements of the Securities Act and any applicable securities or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions, or is otherwise made in accordance with the Securities Act and such other securities or blue sky laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate Depositor to an Affiliate thereof) is to be made ~~without registration~~ in reliance upon an exemption from the Securities Act, and under applicable state securities laws, the Certificate Registrar shall require (in the case of a 139 Definitive Certificate) that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit C attached hereto, which Investment Representation Letter shall certify, among other things, that (subject to the first proviso to this sentence) the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or an entity all of the equity owners of which come within such paragraphs (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the Securities Act (~~other than in connection with the initial issuance of the Non-Registered Certificates or~~ a Transfer of such Certificate by the Depositor, any Underwriter or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit C-1A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto either as Exhibit C-1B or as Exhibit C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only); or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to the effect that such prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed transfer of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a "Qualified Institutional Buyer~~) and such Transfer~~ "); provided, however, that no transfer of an Ownership Interest in a Residual Certificate may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicers, the Tax Administrator, the Certificate Administrator, the Trustee, the Custodian or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (person other than a Qualified Institutional ~~Buyer)~~ Buyer and that ~~takes delivery in~~ transfers of Non-Public Certificates other than the ~~form~~ Residual Certificates may be made only to Eligible Investors; provided further that a transfer of a ~~Definitive~~ Non-Public Certificate of may be made to a trust that is otherwise eligible to purchase such Certificate if the ~~same Class as such Rule 144A Global Certificate upon delivery~~ transferor provides to the Certificate Registrar and to the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of Trustee a ~~Depository Participant by the denomination of the transferred~~ certification that interests in such ~~Rule 144A Global Certificate. Upon delivery~~ trust may only be transferred subject to requirements substantially to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructionsthis Section 5.02. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the~~ Trustee, the ~~Master Servicers~~Fiscal Agent, the ~~Special Servicers, the Trust Advisor, the Tax Administrator~~ Servicer or the Certificate Registrar is obligated to register or qualify any Class of Non-~~Registered~~ Public Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-~~Registered~~ Public Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or~~ Holder of a Non-Public Certificate ~~Owner~~ desiring to effect such a ~~Transfer of any Non-Registered Certificate or interest therein~~ transfer shall, and does hereby agree to, indemnify the Depositor, the ~~Underwriters, the Certificate Administrator, the Trust Advisor, the~~ Trustee, the ~~Master Servicers, the Special Servicers, the Tax Administrator~~ Servicer and the Certificate Registrar against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. The Servicer will furnish, ~~state~~ or ~~foreign laws~~cause to be furnished, upon the request of any Holder of Non-Public Certificates, to a prospective purchaser of such Non-Public Certificates who is a Qualified Institutional Buyer, such information as is specified in paragraph (d)(4) of Rule 144A with respect to the Trust Fund, unless, at the time of such request, the entity with respect to which such information is to be provided is subject to the reporting requirements of Section 15(d) of the Exchange Act. Transfers of a beneficial interest in a Book-Entry Certificate representing an interest in a Non-Public Certificate may be made to a Qualified Institutional Buyer by means of the PORTAL System, which is an "SRO Rule 144A System" approved for such purpose by the Commission. Unless the Certificate Registrar determines otherwise in accordance with applicable law and the rules and procedures of, or applicable to, the Depository (the "Depository Rules"), transfers of a beneficial interest in a Book-Entry Certificate representing an interest in a Non-Public Certificate that is not rated in one of the top four rating categories by a NRSRO to an Institutional Accredited Investor will require delivery in the form of a Definitive Certificate, and the Certificate Registrar shall register such transfer only upon compliance with the foregoing provisions of this Section 5.02(b). 140 Unless the Non-Public Certificates have been registered under the Securities Act, each of the Non-Public Certificates shall bear a legend substantially to the following effect: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, RESOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT. Unless the Non-Public Certificates (other than the Residual Certificates) have been registered under the Securities Act, each of such Certificates shall bear a legend substantially to the following effect: THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) TO AN INSTITUTIONAL "ACCREDITED INVESTOR") WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY ALL OF THE EQUITY OWNERS OF WHICH COME WITHIN SUCH PARAGRAPHS) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE. Unless the Residual Certificates have been registered under the Securities Act, each of such Certificates shall bear a legend substantially to the following effect: THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE 141 EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, SUBJECT TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE. (c) ~~No Transfer~~ With respect to the Subordinate Certificates and Class L Certificates, no sale, transfer, pledge or other disposition by any Holder of any such Certificate that is a Definitive Certificate ~~or any interest therein~~ shall be made unless the Certificate Registrar shall have received either (Ai) ~~to any Plan~~ a representation letter from the proposed purchaser or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding transferee of such Certificate substantially in the form of Exhibit G attached hereto, to the effect that such proposed purchaser or ~~interest therein by~~ transferee is not (a) an employee benefit plan subject to the ~~prospective Transferee would result in a violation of Section 406 or 407~~ fiduciary responsibility provisions of ERISA or Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law ("Similar Law") which is, to a material extent, similar ~~violation~~ to the foregoing provisions of ERISA or the Code (each a "Plan") or (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation ss. 2510.3-101), other than an insurance company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Prohibited Transaction Exemption 90-33, as amended by Prohibited Transaction Exemption 97-34 or (ii) if such Certificate is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Certificate Registrar and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the fiduciary responsibility provisions of ERISA, the prohibited transaction provisions of the Code or the provisions of any Similar Law, will not constitute or result in a "prohibited transaction" within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not subject the Trustee, the Fiscal Agent, the Certificate Registrar, the Servicer, the Special Servicer, the Paying Agent, the Underwriter, the Placement Agent or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Certificate Registrar shall not register the sale, transfer, pledge or other disposition of any such Definitive Certificate unless the Certificate Registrar has received either the representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Underwriter, the Placement Agent, the Certificate Registrar or and the Trust Fund. Each Certificate Owner of a Subordinate Certificate shall be deemed to represent that it is not a Person specified in clauses (a) or (b) above. Any transfer, sale, pledge or other disposition of any such Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law. With respect to the transfer of any Subordinated Certificate that is a Book-Entry Certificate, the transferee or purchaser thereof, or of any beneficial interest therein, by accepting the transfer of such Certificate or interest therein, represents and warrants to the Depositor, Trustee, Fiscal Agent, Paying Agent, Certificate Registrar, Servicer, Special Servicer and transferor thereof that it is not (a) a Plan or (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation ss. 2510.3-101), other than an insurance company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Prohibited Transaction Exemption 90-33, as amended by Prohibited Transaction Exemption 97-34. Any transfer, sale, pledge or other disposition of any such Certificates as to which such representation is false, or that otherwise would constitute or result in ~~the imposition of an excise tax~~ a prohibited transaction under ERISA, Section 4975 of the ~~Code~~Code or any Similar Law, or would otherwise violate the provisions of this Section 5.02(c), shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law. ~~Except~~ So long as any of the Class of Certificates remains outstanding, the Servicer will make available, or cause to be made available, upon request, to any Holder and any Person to whom any such Certificate of any such Class of Certificates may be offered or sold, transferred, pledged or otherwise disposed of by such Holder, information with respect to the Servicer, the Special Servicer or the Mortgage Loans necessary to the provision of an Opinion of Counsel described in ~~connection with~~this Section 5.02(c). Each of the Subordinate Certificates and Class L Certificates shall bear a legend substantially to the following effect: THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at ______________________, _____________________, Attention: ____________, facsimile number: _________. The Certificate Registrar may appoint, by a written instrument delivered to the ~~Trustee, the~~ Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~ Servicer and (if the ~~Certificate Administrator~~ Trustee is not the Certificate Registrar) the ~~Certificate Administrator~~Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the ~~Certificate Registrar~~Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the ~~Certificate Registrar~~ Trustee shall, within ~~thirty (30)~~ 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (b) No Transfer of any Non-Registered Certificate or interest therein shall be made unless that Transfer is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is otherwise made in accordance with the Securities Act and such ~~other~~ state securities ~~or blue sky~~ laws. If offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making such offers and sales must comply with all applicable laws of such jurisdiction. If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such Certificate by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form attached hereto as Exhibit ~~C-1A~~ F-1 and a certificate from such Certificateholder’s 's prospective Transferee substantially in the form attached hereto either as Exhibit ~~C-1B or as Exhibit C-2B (~~F-2A or, except ~~that,~~ in the case of ~~any proposed transfer of~~ a ~~Class R~~ Residual Interest Certificate, ~~such prospective Transferee may provide a certificate substantially in the form attached hereto~~ as Exhibit ~~C-2B only)~~F-2B; or (ii) an Opinion of Counsel satisfactory to the ~~Certificate Administrator~~ Trustee to the effect that ~~such~~ the prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (~~except that~~or, in the case of ~~any proposed transfer of a Class R~~ Residual Interest Certificate, ~~such Opinion of Counsel must be~~ to the effect that ~~such~~ the prospective Transferee is a Qualified Institutional Buyer) and such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator, the ~~Certificate Administrator, the~~ Trustee, the ~~Custodian~~ Fiscal Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder’s 's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, ~~any Underwriter~~ ▇▇▇▇▇▇ Brothers or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s 's prospective Transferee substantially in the form attached hereto as Exhibit ~~C-2B~~F-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional ~~Buyer,~~ Buyer and ~~that~~ such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit ~~C-2B~~ F-2C hereto are, with respect to the subject Transfer, true and correct. Further, as long as the Class T Certificates are Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of a Class T Certificate or any interest therein may not sell or otherwise transfer that Certificate or any interest therein unless it has provided the Depositor with prior written notice of such transfer (together with a copy of the certificate required pursuant to clause (i) above, executed by the proposed transferee). Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of ~~Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect~~ Certificates, provided that the Certificate Owner desiring to effect such Transfer is (i) complies with the ~~Depositor~~ requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or ~~an Affiliate~~ causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the ~~Depositor~~ beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (yC) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the ~~Certificate Administrator~~ Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such ~~certification~~ certifications and such orders and instructions, the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the ~~applicable~~ subject Class of Book-Entry Non-Registered ~~Certificates~~ Certificates, and increase the denomination of the Regulation S Global Certificate for such ~~Class~~Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form set forth in Exhibit F-2D hereto to the effect that such Transferee is not a United States Securities Person. If any -294- Transferee of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2D hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a ~~Rule 144A~~ Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate upon delivery to the Certificate Registrar and the ~~Certificate Administrator~~ Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the ~~Certificate Administrator~~ Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the ~~Certificate Administrator~~Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject ~~Rule 144A~~ Global Certificate by the denomination of the transferred interests in such ~~Rule 144A~~ Global Certificate, and shall cause a Definitive Certificate of the same Class as such ~~Rule 144A~~ Global Certificate, and in a denomination equal to the reduction in the denomination of such ~~Rule 144A~~ Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Depositor, the Underwriters, the ~~Certificate Administrator, the Trust Advisor, the~~ Trustee, the Fiscal Agent, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the Tax Administrator and the Certificate Registrar against any liability that may result if such Transfer is not exempt from the registration and/or qualification requirements of the Securities Act and any applicable state ~~or foreign~~ securities laws or is not made in accordance with such ~~federal,~~ federal and state ~~or foreign~~ laws. (c) No Transfer of a Certificate or any interest therein shall be made (Ai) to any ~~Plan~~ employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (Bii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the ~~Code, or a similar violation under Similar Law,~~ Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except in connection ~~with~~with the initial issuance of the Non-Registered Certificates or any Transfer of a Non-Registered Certificate or any interest therein by the Depositor, ▇▇▇▇▇▇ Brothers or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse to register the Transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from its prospective Transferee, one of the following: (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Pla

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The ~~Certificate Administrator~~ Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the ~~Depositor,~~ Special Servicer and the Master ~~Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator~~Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the ~~Certificate Administrator~~ Trustee resigns or is removed in accordance with the terms hereof, the successor ~~certificate administrator~~ trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the ~~Trustee, the Certificate Administrator~~ Trustee (if it is ~~not~~ no longer the Certificate Registrar), the Master ~~Servicers~~ Servicer and the Special ~~Servicers~~ Servicer shall ~~each~~ have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. ~~If three or more Holders make~~ Upon written request ~~to the Certificate Registrar, and such request states that such Holders desire to communicate~~ of any Certificateholder made for purposes of communicating with other ~~Holders~~ Certificateholders with respect to their rights under this ~~Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit~~Agreement, ~~then~~ the Certificate Registrar ~~shall, within thirty (30) days after the receipt of~~ shall promptly furnish such ~~request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent~~ Certificateholder with a list of the other Certificateholders ~~held by~~ of record identified in the Certificate ~~Registrar~~Register at the time of the request. (b) No ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ shall be made unless that ~~Transfer~~ transfer is ~~exempt from the~~ made pursuant to an effective registration ~~and/or qualification requirements of~~ statement under the Securities ~~Act~~ Act, and ~~any~~ effective registration or qualification under applicable state securities ~~or blue sky laws of any state or other jurisdiction within the United States, its territories and possessions~~laws, or is ~~otherwise~~ made in ~~accordance with the Securities Act and~~ a transaction that does not require such ~~other securities~~ registration or ~~blue sky laws~~qualification. If ~~offers and sales of any Certificate are made in any jurisdiction outside of the United States, its territories and possessions, the Person making~~ such ~~offers and sales must comply with all applicable laws of such jurisdiction. If~~ a ~~Transfer of any Definitive Non-Registered Certificate~~ transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance of thereof or the ~~Non-Registered Certificates or a Transfer of such Certificate~~ initial transfer thereof by the Depositor, ~~any Underwriter~~ the Initial Purchasers or ~~any of~~ their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03Affiliates), then the Certificate Registrar shall refuse to register such ~~Transfer~~ transfer unless it receives (~~and,~~ and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such ~~Transfer~~ transfer substantially in the form attached ~~hereto~~ as Exhibit ~~C-1A~~ F-1 hereto, and a certificate from such Certificateholder’s prospective ~~Transferee~~ transferee substantially in the form attached as either Exhibit F-2 hereto ~~either as Exhibit C-1B~~ or as Exhibit ~~C-2B (except that, in the case of any proposed transfer of a Class R Certificate, such prospective Transferee may provide a certificate substantially in the form attached hereto as Exhibit C-2B only)~~F-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate ~~Administrator~~ Registrar to the effect that such ~~prospective Transferee is an Institutional Accredited Investor or a Qualified Institutional Buyer (except that, in the case of any proposed~~ transfer ~~of a Class R Certificate, such Opinion of Counsel must be to the effect that such prospective Transferee is a Qualified Institutional Buyer) and such Transfer~~ may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master ~~Servicers~~Servicer, the Special ~~Servicers~~Servicer, the ~~Tax Administrator, the Certificate Administrator, the Trustee, the Custodian~~ Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such ~~Transfer~~ transfer from the Certificateholder desiring to effect such ~~Transfer~~ transfer and/or such Certificateholder’s prospective ~~Transferee~~ transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, any Underwriter or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer, and that such Transfer may be made without registration under the Securities Act. Except as provided in the following two paragraphs, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit C-2B hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the Depositor, any Affiliate of the Depositor or any Person designated in writing by the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such Transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and such orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the applicable Class of Book-Entry Non-Registered Certificates and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. Correspondingly, any interest in a Non-Registered Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate may be transferred by any Certificateholder holding such interest to any Qualified Institutional Buyer that takes delivery in the form of a beneficial interest in a Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Certificate Administrator of (i) a certificate from the Certificateholder desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Certificate Administrator to credit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon surrender of the Definitive Certificate, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall increase the denomination of the subject Rule 144A Global Certificate by the denomination of the surrendered Definitive Certificate. Except as provided in the next paragraph, no beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Certificate. On and prior to the Release Date, each Certificate Owner desiring to effect any Transfer of an interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates to another Person who takes delivery in the form of a beneficial interest in such Regulation S Global Certificate shall be required to obtain from such Certificate Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit C-3B hereto certifying that such Transferee is an institution that is not a United States Securities Person. On or prior to the Release Date, beneficial interests in the Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates may be held only through Euroclear or Clearstream. The Regulation S Global Certificate for each Class of Book-Entry Non-Registered Certificates shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Notwithstanding the preceding paragraph, after the Release Date, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred by a Certificate Owner to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Certificate for such Class of Certificates upon delivery to the Certificate Registrar and the Certificate Administrator of (x) a certificate from the Certificate Owner desiring to effect such Transfer substantially in the form of attached hereto as Exhibit C-2A and a certificate from such Certificate Owner’s prospective Transferee substantially in the form attached hereto as Exhibit C-2B and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Certificate Administrator to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in such Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Certificate Administrator of such certification and orders and instructions, the Certificate Administrator, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of such Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Depositor, the ~~Underwriters, the Certificate Administrator, the Trustee, the Master Servicers, the Special Servicers, the Trust Advisor, the Tax Administrator~~ Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the ~~Transfer~~ transfer of any Non-Registered Certificate ~~or interest therein~~ without registration or qualification. Any ~~Certificateholder or Certificate Owner desiring to effect~~ Holder of a ~~Transfer of any~~ Non-Registered Certificate ~~or interest therein~~ desiring to effect such a transfer shall, and ~~does hereby agree~~ upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the ~~Depositor, the Underwriters~~Trustee, the Certificate ~~Administrator, the Trust Advisor, the Trustee, the Master Servicers, the Special Servicers, the Tax Administrator~~ Registrar and the ~~Certificate Registrar~~ Depositor against any liability that may result if ~~such Transfer~~ the transfer is not so exempt ~~from the registration and/or qualification requirements of the Securities Act and any applicable state or foreign securities laws~~ or is not made in accordance with such ~~federal~~federal and state laws. In connection with transfer of the Non-Registered Certificates, ~~state or foreign laws. (c) No Transfer~~ the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any ~~interest therein shall~~ prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be ~~made~~ delivered under paragraph (Ad)(4) to of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any ~~Plan or~~ Non-Registered Certificate is a Book-Entry Certificate, (Ba) ~~to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding~~ each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2 or Exhibit F-3 upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest ~~therein by the prospective Transferee would result~~ in a ~~violation of Section 406 or 407 of ERISA or Section 4975 of the Code, or a similar violation under Similar Law, or would result~~ Book-Entry Certificate that is transferred to it is required to be delivered in the ~~imposition~~ form of a Definitive Certificate and shall cease to be an ~~excise tax under Section 4975 of the Code. Except~~ interest in ~~connection with~~such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)

Common use of Registration of Transfer and Exchange of Certificates Clause in Contracts