Common use of THE TRANSFEROR CERTIFICATES Clause in Contracts

THE TRANSFEROR CERTIFICATES. (a) Pursuant to Section 3806(b)(2) of the Business Trust Statute, the Trust may issue Transferor Certificates in one or more Series, the principal terms of which shall be in a Series Trust Supplement for the Series. The Transferor Certificates of all outstanding Series shall be equally and ratably entitled to the benefits of this Master Trust Agreement, without preference, priority, or distinction, except, with respect to any Series as provided in the related Series Trust Supplement and except that no Transferor Certificate shall have any interest in any subtrust or the assets of any subtrust other than its related subtrust. (b) By the issuance date of any Transferor Certificate, the Depositor and the Owner Trustee shall execute and deliver a Series Trust Supplement specifying the principal terms of the Series. The terms of the Series Trust Supplement may change the terms of this Master Trust Agreement solely as applied to its Series and subtrust. If a conflict exists between this Master Trust Agreement and any Series Trust Supplement, the Series Trust Supplement shall be controlling for its Series and subtrust. An issuance of Transferor Certificates by the Trust is subject to the satisfaction of the following conditions: (i) By the fifth Business Day before the issuance date of the Series, the Administrator shall have given the Servicer, the Indenture Trustee, the Owner Trustee, each Rating Agency, and any Credit Enhancer written notice of the issuance and its issuance date. The notice shall state the designation of the Series. (ii) The Administrator shall have delivered to the Depositor, the Indenture Trustee, and the Owner Trustee, at least five Business Days before the issuance date of the Series, the related Series Trust Supplement, in form satisfactory to the Owner Trustee, specifying the principal terms of the Series. When the above conditions are satified the Depositor and the Owner Trustee shall execute the Series Trust Supplement and shall execute, deliver, and authenticate the Transferor Certificates of the new Series to the order of the Depositor. Notwithstanding the provisions of this Section, before the execution of any Series Trust Supplement, the Owner Trustee may request and rely on an Opinion of Counsel stating that the execution of the Series Trust Supplement is authorized or permitted by this Master Trust Agreement and any Series Trust Supplement related to any outstanding Series. The Owner Trustee may, but shall not be obligated to, enter into any Series Trust Supplement that adversely affects the Owner Trustee's own rights, duties, or immunities under this Master Trust Agreement. (c) The Transferor Certificates will be substantially in the forms specified in the relevant Series Trust Supplement and will, on original issue, be executed, authenticated, and delivered by the Owner Trustee to the order of the Depositor concurrently with the transfer of the related Mortgage Loans to the Trust. (d) The Transferor Certificates will be executed by manual or facsimile signature on behalf of the Owner Trustee by an authorized officer. Transferor Certificates bearing the manual or facsimile signatures of individuals who were, at the time their signatures were affixed, authorized to sign on behalf of the Owner Trustee shall bind the Trust, notwithstanding that any of them have ceased to be so authorized before the authentication and delivery of the Transferor Certificates or did not hold such offices at the date of the Transferor Certificate. The Transferor Certificates will not be book-entry certificates.