Transfers of Class VRR Certificates Clause Samples

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Transfers of Class VRR Certificates. At all times during the VRR Interest Transfer Restriction Period, if a transfer of any Class VRR Certificate is to be made (other than in connection with the transfers on the Closing Date by the Depositor to the Loan Sellers or the Initial Purchasers), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit H-3, which such certification must (1) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the applicable Retaining Party) and the Depositor and (2) include a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit H-4, which such certification must (1) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the transferor and the applicable Retaining Party) and the Depositor and (2) include a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.2(f), Section 5.3(a), Section 5.3(i), the following provisions of this Section 5.3(j), and Section 5.3(n), reflect such Class VRR Certificate in the name of the prospective Transferee. In no event shall a Class VRR Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction Period. In connection with each transfer of a Class VRR Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.
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Transfers of Class VRR Certificates. At all times during the VRR Interest Transfer Restriction Period and the EU/UK Transfer Restriction Period, if a transfer of any Class VRR Certificate is to be made (other than in connection with the transfers on the Closing Date by the Depositor to the Loan Seller), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit H-3, which such certification must (1) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the applicable Retaining Party) and the Depositor and
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Related to Transfers of Class VRR Certificates

  • Class R Certificates Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

  • Distributions on Book-Entry Certificates Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Certificates. None of the Trustee, the Depositor or the Seller shall have any responsibility therefor.

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • Distributions to Holders of Certificates Section 5.01.

  • Transfers of Notes In the event that the holder of any Note (including any Lender) shall transfer such Note, it shall immediately advise Administrative Agent and Company of such transfer, and Administrative Agent and Company shall be entitled conclusively to assume that no transfer of any Note has been made by any holder (including any Lender) unless and until Administrative Agent and Company shall have received written notice to the contrary. Except as otherwise provided in this Agreement or as otherwise expressly agreed in writing by all of the other parties hereto, no Lender shall, by reason of the transfer of a Note or otherwise, be relieved of any of its obligations hereunder and any such transfer shall be in accordance with the terms hereof and the other Loan Documents. Each transferee of any Note shall take such Note subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by Administrative Agent and Company of written notice of such transfer, by each previous holder of such Note, and, except as expressly otherwise provided in such transfer, Administrative Agent and Company shall be entitled conclusively to assume that the transferee named in such notice shall hereafter be vested with all rights and powers under this Agreement with respect to the Pro Rata Share of the Loans of the Lender named as the payee of the Note which is the subject of such transfer.