Common use of Certificate No Clause in Contracts

Certificate No. R-1 Cut-off Date : August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 Asset-Backed Certificates, Series 2004-7 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off Date specified above (the "Agreement") between GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

Appears in 2 contracts

Samples: Servicing Agreement (GS Mortgage GSAA Home Eq. Trust 2004-7), Servicing Agreement (GS Mortgage GSAA Home Eq. Trust 2004-7)

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Certificate No. R-1 Cut-off Date : August With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) July 1, 2004 2000 First Distribution Date : September August 25, 2004 Distribution Date Percentage Interest 2000 Initial Certificate Principal Balance of this Certificate ("Denomination") : 100$79,000,000.00 Original Class Certificate Principal Balance of this Class : $79,000,000.00 Percentage Interest : 100.00% Pass-Through Rate : Variable CUSIP : 36242D EE 9 ISIN 68389F __ _ Class : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity A Assumed Maturity Date : September 2030 Option One Mortgage Loan Trust 20042000-7 3 Asset-Backed Certificates, Series 20042000-7 3 Class R A evidencing a percentage interest the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to the Trust consisting of first lien, adjustable rate mortgage loans (the "Mortgage Loans") OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This A Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Cede & Co. is the registered owner of the Percentage Interest specified above evidenced by this Class A Certificate (obtained by dividing the Denomination of any this Class A Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions due with respect to a Trust consisting primarily of the Class R Certificates Mortgage Loans deposited by Option One Mortgage Acceptance Corporation (the "Depositor"). The Trust was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above July 1, 2000 (the "Agreement") between GS among the Depositor, Option One Mortgage Securities Corp.Corporation, as depositor master servicer (the "DepositorMaster Servicer"), Deutsche and Wells Fargo Bank National Trust CompanyMinnesota, N.A., a xxxxxnal banking association, as trustee Trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3), Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3)

Certificate No. R-1 1 Cut-off Date : August September 1, 2004 First Distribution Date : September October 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 8 Asset-Backed Certificates, Series 2004-7 8 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the to Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo BankFargo, N.A., as Master Servicer (in such capacity, the to "Mastxx XxrvicerMaster Serxxxxx") and securities administrator Securities Administrator (in such capacity, the to "Securities Administrator") and JPMorgan Chase Bank, as custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee Securities Administrator for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkAdministrator. No transfer of a Certificate of this Class R Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Securities Administrator shall have received require the transferor to execute a representation letter transferor certificate (in substantially the form attached to the Trust Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Securities Administrator that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the transferee of such Certificate, acceptable to and in form and substance satisfactory 1933 Act or is being made pursuant to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer1933 Act, which representation letter Opinion of Counsel shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereetransferor. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.. * * *

Appears in 2 contracts

Samples: Servicing Agreement (Gsaa Home Equity Trust 2004-8), Servicing Agreement (Gsaa Home Equity Trust 2004-8)

Certificate No. R-1 1-A-1-[_] Cut-off Date Date: August October 1, 2004 First Distribution Date: September November 25, 2004 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2034 Pass-Through Rate: Variable in accordance with the Agreement Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $70,640,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN 576434 WV 2 ISIN: US36242DEE94 GS US576434WV28 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust MASTR ALTERNATIVE LOAN TRUST 2004-7 Asset11 Mortgage Pass-Backed Through Certificates, Series 2004-7 11 Class R 1-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Trust Administrator, the Trustee or the Trustee Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A.National Association, as Master Servicer master servicer (in such capacitycapxxxxx, the "Mastxx XxrvicerServicer") and securities ), trust administrator (in such capacity, the "Securities Trust Administrator") and JPMorgan Chase Banka custodian, U.S. Bank National Association, as custodiana custodian and as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Trust Administrator.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Mastr Alternative Loan Trust 2004-11), Pooling and Servicing Agreement (Mastr Alternative Loan Trust 2004-11)

Certificate No. R-1 Cut-off Date : August October 1, 2004 2002 First : September 25, 2004 Distribution Date : November 20, 2002 Initial Certificate Balance of this Certificate ("Denomination") : $2,378,690 Initial Certificate Balances of all Certificates of this Class : $2,378,690 Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 36228F JU 1 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 20042002-7 AssetWF Mortgage Pass-Backed Through Certificates, Series 20042002-7 WF Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp., as depositor (the "Depositor"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Trust Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel shall not be an expense of the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not result in the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be the Trust Fund being deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, "plan assets" and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator prohibited transaction provisions of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, ERISA and the Securities Administrator shall Code and will not register subject the Transfer of this Certificate unless, Trustee to any obligation in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest those expressly undertaken in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 2 contracts

Samples: Custodial Agreement (Gs Mortgage Securities Corp Mort Pas THR Cert Se 2002 Wf), Custodial Agreement (Gs Mortgage Securities Corp Mort Pas THR Cert Se 2002 Wf)

Certificate No. R-1 Cut-off Date : August May 1, 2004 2001 First Distribution Date : September June 25, 2004 Distribution Date Percentage Interest 2001 Initial Notional Amount of this Certificate ("Denomination") : 100% Initial Class Notional Amount of all Certificates of this Class : Percentage Interest : CUSIP : 36242D EE 9 ISIN Pass-Through Rate : US36242DEE94 GS Maturity Date : CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. GSAA Home Equity CSFB ABS Trust 2004Series 2001-7 AssetHE12 CSFB Mortgage Pass-Backed Through Certificates, Series 20042001-7 HE12 Class R A-IO evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced ClassClass with respect to a Trust Fund consisting primarily of a pool of fixed rate and adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. Distributions in respect of this Certificate is distributable monthly Credit Suisse First Boston Mortgage Securities Corp., as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Seller, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS among the Depositor, DLJ Mortgage Securities Corp.Capital, Inc., as depositor seller (the in such capacity, "DepositorSeller"), Deutsche Calmco Servicing L.P., as servicer (in such capacity, "Servicer") and U.S. Bank National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp), Pooling and Servicing Agreement (CSFB Abs Trust Series 2001 He12)

Certificate No. R-1 A-1- Cut-off Date Date: July 1, 2002 First Distribution Date: August 126, 2004 First : September 25, 2004 Distribution Date Percentage Interest 2002 Initial Principal Balance of this Certificate ("Denomination"): $296,163,000 Initial Certificate Principal Balance of Class A-1 Certificates: $296,163,000 Latest Possible Maturity Date: October 25, 2032 CUSIP: 07384Y EM4 Interest Rate: For each Distribution Date, the lesser of (i) : 100One-Month LIBOR plus, for any Distribution Date (a) on or prior to the Optional Termination Date, 0.33% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE and (b) thereafter, 0.66% and (ii) the applicable Interest Rate Cap. BEAR STEARNS ASSET BACKED SECURITIES CORP. GSAA Home Equity Trust 2004TRUST 2002-7 Asset2 Xxset-Backed Certificates, Series 20042002-7 Class R 2 evidencing a percentage interest in the distributions allocable to the Class of Certificates of indicated on the above-referenced Class. Distributions in respect first page of this Certificate is distributable monthly with respect to a Trust Fund consisting primarily of a pool of conventional, fixed- and adjustable-rate mortgage loans (the "Mortgage Loans") secured by first and second liens on one- to four-family residential properties (the "Trust Assets"). The Certificate Principal Balance of this Certificate at any time may be less than the Initial Certificate Principal Balance of this Certificate as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Seller, the Master Servicer, the Securities Administrator Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor most of the Mortgage Loans Trust Assets are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Cede & Co. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the same Class) in certain monthly distributions due with respect to a Trust Fund consisting of the Class R Certificates Trust Assets deposited by Bear Stearns Asset Backed Securities, Inc. (the "Depositor"). The Xxxxx Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above July 1, 2002 (the "Agreement") between GS among the Depositor, EMC Mortgage Securities Corp.Corporation as seller and master servicer (in its capacity as seller, as depositor (the "DepositorSeller" and in its capacity as master servicer, the "EMC Master Servicer"), Deutsche Wells Fargo Bank Minnesota, National Trust CompanyAssociation as master sxxxxxer and securities administrator (in its capacity as master servicer, the "Wells Master Servicer" and in its capacity as securities admxxxxxrator, the "Securities Administrator" and Bank One, National Association, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as ). The EMC Master Servicer (in such capacity, and the Wells Master Servicer are together referred to as the "Mastxx XxrvicerMastex Xxxvicers" and individually sometimes referred to as a ") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. Master Servicer." To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution Pursuant to the terms of the proceeds of any remaining assets of the Trust Fund Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of the Certificates of the Class indicated on the first page of this certificate on such Distribution Date pursuant to Section 5.04 of the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the registered Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of this Class R such Certificate at the offices designated by Corporate Trust Office of the Trustee for or such purposes or other location specified in the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee notice to Certificateholders of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereefinal distribution. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless the certificate of authentication hereon has been manually authenticated executed by an authorized signatory officer of the Securities Administrator.Trustee. * * *

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)

Certificate No. R-1 Cut-off Date : August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest Initial Certificate Balance of this Certificate ("Denomination") : 100% $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : 36242D EE 9 ISIN Interest Rate : US36242DEE94 GS MORTGAGE SECURITIES CORPMaturity Date : INDYMAC MBS, INC. GSAA Home Equity Residential Asset Securitization Trust 2004200_-__ Mortgage Pass-7 Asset-Backed Through Certificates, Series 2004200_-__ Class A-7 Class R evidencing a percentage interest in the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Classfamily residential properties. Distributions Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Seller, the Master Servicer, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, IndyMac Bank, F.S.B., as depositor seller and master servicer (the "DepositorSeller" or the "Master Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the offices designated by the Trustee for such purposes Corporate Trust Office or the office or agency maintained by the Securities Administrator Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan ERISA or arrangement subject to Section 4975 of the Code or a plan subject to Similar LawCode, or a person acting on behalf of any such plan or arrangement nor or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust Fund. In Master Servicer, (ii) if the event purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such representation Certificates with funds contained in an "insurance company general account" (as such term is violated, defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any attempt is made to transfer to a plan or arrangement subject to Section 406 such Class A-R Certificate presented for registration in the name of ERISA or a an employee benefit plan subject to ERISA, or Section 4975 of the Code (or a plan subject to Similar Lawcomparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any such obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or arrangement, such attempted transfer or acquisition to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate shall will be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisionsrestrictions of the Agreement, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject including but not limited to the following provisions: restrictions that (i) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition transferred without delivery to the certificates required to be delivered to the Securities Administrator under Section 5.02(bTrustee of (a) a transfer affidavit of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form attached as Exhibit G to described in the Agreement, (iii) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must agree (A) to obtain require a Transfer Affidavit from any other Person transfer affidavit and to whom such Person attempts deliver a transfer certificate to Transfer its Ownership Interest this Class R Certificatethe Trustee as required pursuant to the Agreement, (Biv) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee each person holding or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of acquiring an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class A-R Certificate or must agree not to cause the Transfer of the transfer an Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that such Person the proposed transferee is not a Permitted Transferee and (ivv) any attempted or purported Transfer transfer of the any Ownership Interest in this Class A-R Certificate in violation of the provisions herein shall such restrictions will be absolutely null and void and shall will vest no rights in the purported Transfereetransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Sec Trust 2002 A9), Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Securitization Tr 2002-A7)

Certificate No. R-1 Cut-off Date Off Date: August April 1, 2004 2001 First Distribution Date: September 25May 15, 2001 Final Scheduled Distribution Date: April 15, 2004 Distribution Date Percentage Interest Initial Notional Amount of this Certificate ("Denomination") ): Initial Notional Amount of Class IO Certificates: 100% CUSIP None Certificate Rate : 36242D EE 9 ISIN Variable CUSIP: US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Class: IO Percentage Interest Evidenced by this Certificate: SOUNDVIEW HOME EQUITY LOAN TRUST 2001-1 Home Equity Trust 2004-7 Loan Asset-Backed Certificates, Series 20042001-7 1 Class R IO evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced ClassClass with respect to a Trust consisting primarily of a pool of closed-end fixed rate and adjustable-rate home equity loans (the "Mortgage Loans") This Certificate does not have a principal balance and will not be entitled to distributions of principal. Distributions Interest only in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Seller or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the Denomination of any this Certificate by the Class Principal Balance) in certain monthly distributions due with respect to the Class R Certificates Trust. The Trust was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above (the "Agreement") between GS Mortgage among Financial Asset Securities Corp., as depositor (the "Depositor"), Deutsche Saxon Mortgage, Inc., as seller (the "Seller") and master servicer (the "Master Servicer"), Meritech Mortgage Services, Inc., as servicer (the "Servicer") and Wells Fargo Bank Minnesota, National Trust CompanyXxxxciation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Financial Asset Se Cp Soundview Hm Eq Ln as Bk Cer Se 2001-1)

Certificate No. R-1 2-A-1 Cut-off Date Date: August June 1, 2004 2001 First Distribution Date: September July 25, 2004 Distribution Date Percentage Interest 2001 Initial Principal Balance of this Certificate ("Denomination"): $93,995,000 Initial Certificate Principal Balance of Class 2-A Certificates: $93,995,000 Latest Possible Maturity Date: October 25, 2034 CUSIP: 07384Y AC 0 Interest Rate: Adjustable (the lesser of (i) : 100One-Month LIBOR plus, for any Distribution Date (a) on or prior to the Optional Termination Date, 0.320% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE and (b) thereafter, 0.640% and (ii) the Class 2-A Rate Cap). BEAR STEARNS ASSET BACKED SECURITIES CORP. GSAA Home Equity Trust 2004TRUST 2001-7 Asset2 XXXXX-Backed CertificatesXACKED CERTIFICATES, Series 2004SERIES 2001-7 Class R 2 evidencing a percentage interest in the distributions allocable to the Class 2-A Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, fixed-rate mortgage loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Classfamily residential properties as well as certain BSSP Certificates (the "Trust Assets"). Distributions Principal in respect of this Certificate is distributable monthly as set forth herein. This Accordingly, the Certificate Principal Balance of the Class R 2-A Certificates at any time may be less than the Initial Certificate has no Certificate Principal Balance and is not entitled to distributions in respect of principal or interestthe Class 2-A Certificates as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Seller, either Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor most of the Mortgage Loans Trust Assets are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Cede & Co. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Class 2-A Certificates) in certain monthly distributions due with respect to a Trust Fund consisting of the Class R Certificates Trust Assets deposited by Bear Stearns Asset Backed Securities, Inc. (the "Depositor"). The Trusx Xxxx was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above June 29, 2001 (the "Agreement") between GS among the Depositor, EMC Mortgage Securities Corp.Corporation as seller and master servicer (in its capacity as seller, as depositor (the "DepositorSeller" and in its capacity as master servicer, the "EMC Master Servicer"), Deutsche Wells Fargo Bank Minnesota, National Association, as master servixxx xnd securities administrator (in its capacity as master servicer, the "Wells Master Servicer" and in its capacity as securities administxxxxx, the "Securities Administrator") and Bankers Trust CompanyCompany of California, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as ). The EMC Master Servicer (in such capacity, and the Wells Master Servicer are together referred to as the "Mastxx XxrvicerMaster Serxxxxxs" and individually sometimes referred to as a ") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. Master Servicer." To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution Pursuant to the terms of the proceeds of any remaining assets of the Trust Fund Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Class 2-A Certificates on such Distribution Date pursuant to Section 5.04 of the Agreement. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the registered Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Securities Administrator in writing at least five Business Days prior to the related Record Date and such Certificateholder shall hold a Percentage Interest aggregating 10% or more of a Class of Regular Certificates or of Certificates with an aggregate Initial Certificate Principal Balance of $1,000,000 or more, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of this Class R such Certificate at the offices designated by Corporate Trust Office of the Trustee for or such purposes or other location specified in the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee notice to Certificateholders of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereefinal distribution. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless the certificate of authentication hereon has been manually authenticated executed by an authorized signatory officer of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)

Certificate No. R-1 P-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-7 AssetHE6 Mortgagx Xxxx-Backed Xxxxxxx Certificates, Series 2004-7 HE6 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley Mortgage Capital Inc. is the registered owner of the Percentage Interest specified above Perxxxxxxe Xxxxxxst evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx, Xxxnxxxxxxx Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, Manhattan Mortgage Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes purposes, or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)

Certificate No. R-1 Cut-off Date : August February 1, 2004 2002 First Distribution Date : September March 25, 2004 Distribution Date Percentage Interest 2002 Initial Certificate Principal Balance of this Certificate ("Denomination") : 100% $ Initial Certificate Principal Balances of all Certificates of this Class : $ CUSIP : 36242D EE 9 ISIN Pass-Through Rate : US36242DEE94 GS Maturity Date : August 25, 2032 CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES ACCEPTANCE CORP. GSAA Home Equity CSFB ABS Trust 2004Series 2002-7 AssetHE4 CSFB Mortgage Pass-Backed Through Certificates, Series 20042002-7 HE4 Class R A-[o] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced ClassClass with respect to a Trust Fund consisting primarily of a pool of fixed rate and adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. Distributions Credit Suisse First Boston Mortgage Acceptance Corp., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Seller, the Servicers, the Trustee or the Trustee Special Servicer referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Credit Suisse First Boston Mortgage Acceptance Corp. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS among the Depositor, DLJ Mortgage Securities Capital, Inc., as seller (in such capacity, "Seller"), Olympus Servicing, L.P., as a servicer (in such capacity, a "Servicer") and as the special servicer (in such capacity, the "Special Servicer"), Ocwen Federal Bank FSB, as a servicer (in such capacity, a "Servicer"), Fairbanks Capital Corp., as depositor a servicer (the in such capacity, a "DepositorServicer"), Deutsche ) and U.S. Bank National Trust Company, Association as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CSFB Mortgage Pass Through Certificates Series 2002 He4)

Certificate No. R-1 1 Cut-off Date : August January 1, 2004 First Distribution Date : September February 25, 2004 Distribution Date Percentage Interest of : this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 [36228F ZT 6] ISIN : US36242DEE94 [US36228FZT64] GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetFM1 Mortgage Pass-Backed Through Certificates, Series 2004-7 FM1 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above January 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank HomEq Servicing Corporation, as servicer (the "Servicer"), and Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent xxx xxtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp MTG Pa THR Cert Ser 2004-Fm1)

Certificate No. R-1 7-A-13-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.250% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $28,000,000 of this Class: 100% CUSIP CUSIP: 36242D EE 55265K LD 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 7 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 Cut-off Date : August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest : Initial Certificate Balance of this Certificate ("Denomination") : 100% $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPCWMBS, INC. GSAA Home Equity Trust 2004Mortgage Pass-7 Asset-Backed Through Certificates, Series 2004-7 199_ Class R ( ) evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties CWMBS, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Seller, the Master Servicer, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered regis- -------------------------------- tered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by CWMBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, Countrywide Home Loans, Inc., as depositor seller (in such capacity, the "DepositorSeller") and as master servicer (in such capacity, the "Master Servicer"), Deutsche and The Bank National Trust Companyof New York, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the proceeds Trustee. * * * IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: ____________, 19__ THE BANK OF NEW YORK, as Trustee By ______________________ Countersigned: By ___________________________ Authorized Signatory of any remaining assets THE BANK OF NEW YORK, as Trustee EXHIBIT B (FORM OF SUBORDINATED CERTIFICATE) (UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.) SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. (THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES UNDER THE CODE TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS , 199 . THE INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS %. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT OF % PER ANNUM (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH $ OF OID PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE; THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE FOR PURPOSES OF COMPUTING THE ACCRUAL OF OID IS APPROXIMATELY % (COMPOUNDED MONTHLY); THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS $ PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE COMPUTED USING THE MONTHLY YIELD AND DAILY COMPOUNDING DURING THE SHORT ACCRUAL PERIOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE. THE ACTUAL YIELD TO MATURITY MAY DIFFER FROM THAT SET FORTH ABOVE, AND THE ACCRUAL OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION 1272(a)(6) OF THE CODE, TO TAKE INTO ACCOUNT EVENTS WHICH HAVE OCCURRED DURING ANY ACCRUAL PERIOD. THE PREPAYMENT ASSUMPTION IS INTENDED TO BE THE PREPAYMENT ASSUMPTION REFERRED TO IN SECTION 1272(a)(6)(B)(iii) OF THE CODE.) (THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.) NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR DELIVERS TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. (SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS.) NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : Cut-off Date : First Distribution Date : Initial Certificate Balance of the Trust Fund will be made only upon presentment and surrender this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class R : $ CWMBS, INC. Mortgage Pass-Through Certificates, Series 199 - - --- Class ( ) evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of conventional loans (the "Mortgage Loans") secured by first liens on one- to four- family residential properties CWMBS, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the offices designated Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Trustee for such purposes Depositor, the Seller, the Master Servicer or the office Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency maintained or instrumentality. This certifies that is the regis- --------------------------------- tered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the Securities Administrator aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by CWMBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, Countrywide Home Loans, Inc., as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), and The Bank of New York, New Yorkas trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. (No transfer of a Certificate of this Class R shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a transfer is to be made within three years from the date of the initial issuance of Certificates pursuant hereto, there shall also be delivered (except in the case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act and such state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Seller, the Master Servicer or the Depositor. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.) No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter (letter) from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan ERISA or arrangement subject to Section 4975 of the Code or a plan subject to Similar LawCode, or nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust Fund. In Master Servicer, (ii) if the event purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such representation Certificates with funds contained in an "insurance company general account" (as such term is violateddefined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95- 60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60, or (iii) in the case of any attempt is made to transfer to a plan or arrangement subject to Section 406 such Certificate presented for registration in the name of ERISA or a an employee benefit plan subject to ERISA or Section 4975 of the Code (or a plan subject to Similar Lawcomparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan plan, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or arrangement or using holding of such Certificate will not result in the assets of deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee to any such obligation in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. (Such representation shall be deemed to have been made to the Trustee by the Transferee's acceptance of a Certificate of this Class and by a beneficial owner's acceptance of its interest in a Certificate of this Class.) Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate of this Class to or on behalf of an employee benefit plan subject to ERISA or arrangement, such attempted transfer or acquisition to the Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CWMBS Inc)

Certificate No. R-1 Cut-off Date Date: August September 1, 2004 2001 First Distribution Date: September October 25, 2004 Distribution Date Percentage Interest 2001 Pass-Through Rate: Floating in accordance with the Agreement Initial Certificate Principal Balance of this Certificate ("Denomination") ): $ Initial Certificate Principal Balances of all Certificates of this Class: 100% CUSIP $100 CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 576433 AB 2 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ADJUSTABLE RATE MORTGAGES TRUST 2001-7 Asset1 Mortgage Pass-Backed Through Certificates, Series 20042001-7 Class R 1 evidencing a percentage interest in the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Class. Distributions family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above (obtained by dividing the Denomination of any this Certificate by the aggregate initial Class Principal Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, Wxxxx Fargo Home Mortgage, Inc., as depositor originator and servicer (the "DepositorServicer"), Deutsche Wxxxx Fargo Bank National Minnesota, N.A., as trust administrator (the "Trust CompanyAdministrator"), and The Chase Manhattan Bank, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the offices designated by Corporate Trust Office of the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Class A-R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust FundServicer. In Notwithstanding anything else to the event that such representation is violated, contrary herein any purported transfer of a Class A-R Certificate to or any attempt is made to transfer to a plan or arrangement subject to Section 406 on behalf of ERISA or a an employee benefit plan subject to Section 4975 of ERISA, the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition Law shall be void and of no effect. Each Holder of this Class A-R Certificate shall will be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisionsrestrictions of the Agreement, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject including but not limited to the following provisions: restrictions that (i) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition transferred without delivery to the certificates required to be delivered to the Securities Administrator under Section 5.02(bTrustee of (a) a transfer affidavit of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form attached as Exhibit G to described in the Agreement, (iii) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must agree (A) to obtain require a Transfer Affidavit from any other Person transfer affidavit and to whom such Person attempts deliver a transfer certificate to Transfer its Ownership Interest this Class R Certificatethe Trustee as required pursuant to the Agreement, (Biv) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee each person holding or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of acquiring an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class A-R Certificate or must agree not to cause the Transfer of the transfer an Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that such Person the proposed transferee is not a Permitted Transferee and (ivv) any attempted or purported Transfer transfer of the any Ownership Interest in this Class A-R Certificate in violation of the provisions herein shall such restrictions will be absolutely null and void and shall will vest no rights in the purported Transfereetransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Adjustable Rate Mortgages Trust 2001-1)

Certificate No. R-1 A-1-1 Cut-off Date Date: August December 1, 2004 2001 First Distribution Date: September January 25, 2004 Distribution Date Percentage Interest 2002 Pass-Through Rate: 6.50% Initial Certificate Principal Balance of this Certificate $432,197,000 ("Denomination") ): Initial Certificate Principal Balances of all Certificates $432,197,000 of this Class: 100% CUSIP CUSIP: 36242D EE 269243 AA 9 ISIN : US36242DEE94 GS MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. E*TRADE BANK MORTGAGE-BACKED SECURITIES CORP. GSAA Home Equity Trust 2004TRUST 2001-7 Asset2 Mortgage Pass-Backed Through Certificates, Series 20042001-7 2 Class R A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the Denomination of any this Certificate by the aggregate initial Class Principal Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, Wells Fargo Bank Xxxxxsota, N.A., as depositor master servicer (the "DepositorServicer"), Deutsche Bank National Trust Companyand JPMorgan Chase Bank, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mort Asset Sec Trans Inc E Trade Bank Mort Bak Sec Tr 2001 2)

Certificate No. R-1 P-1 Cut-off Date : August July 1, 2004 First Distribution Date : September August 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Caxxxxx I Xxx. Xrust 2004-7 AssetHE5 Mortgage Xxxx-Backed CertificatesXhxxxxx Xertificates, Series 2004-7 HE5 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Countrywide, HomEq, Chase, Accredited, NC Capital or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Deutsche Bank National Trust Company, as NIM Trustee, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx, Xxxnxxxxxxx Home Loans Servicing LP, as servicer ("Countrywide"), HomEq Servicing Corporation, as servicer ("HomEq"), Manhattan Mortgage Corporation, as servicer ("Chase"), Accredited Home Lenders, Inc., as a responsible party ("Accredited"), NC Capital Corporation, as a responsible party ("NC Capital") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes purposes, or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He5)

Certificate No. R-1 X-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Caxxxxx I Xxx. Xrust 2004-7 AssetHE6 Mortgage Xxxx-Backed CertificatesXhxxxxx Xertificates, Series 2004-7 HE6 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley Mortgage Capital Inc. is the registered owner of the Percentage Interest specified above Perxxxxxxe Xxxxxxst evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx Xxxxaxxxx Xxrtgage Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan's or arrangement's assets, such attempted transfer or acquisition shall be void and an Opinion of no effect. Each Holder of this Class R Certificate shall be deemed by Counsel satisfactory to the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, Trustee and the rights Servicers, which Opinion of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted TransfereeTrustee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to effect that the Securities Administrator under Section 5.02(b) purchase or holding of the Agreement, the Securities Administrator shall have been furnished with such Certificate will not constitute or result in a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, non-exempt prohibited transaction within the meaning of an applicable income tax treatyERISA, Section 4975 of such Person the Code or any other U.S. Person Similar Law and (D) will not subject the Trustee or the Servicers to Transfer the Ownership Interest any obligation in addition to those expressly undertaken in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)

Certificate No. R-1 [1] Cut-off Date Date: August December 1, 2004 First Distribution Date: September January 25, 2004 2005 Last Scheduled Distribution Date Percentage Interest Date: August 25, 2032 Pass-Through Rate: [________]% [Initial Certificate Principal Balance of this Certificate ("Denomination") ):] $[____________] [Initial Certificate Principal Balances of all Certificates of this Class:] $[____________] CUSIP: 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS [_____________] MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust MASTR SEASONED SECURITIZATION TRUST 2004-7 Asset2 Mortgage Pass-Backed Through Certificates, Series 2004-7 2 Class R A-[___] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of five classes of previously issued mortgage pass-through certificates representing a senior ownership interest in a pool of conventional mortgage loans secured by first liens on one- to four-family residential properties (the "TRUST ASSETS") Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans Trust Assets are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Trust Assets deposited by Mortgage Asset Securitization Transactions, Inc. (the "DEPOSITOR"). The Trust Fund was created pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "AgreementAGREEMENT") between GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank National Trust Company, as trustee (the "Trustee") Depositor and custodian, Wells Xxxxx Fargo Bank, N.A., as Master Servicer trustee (in such capacity, the "Mastxx XxrvicerTRUSTEE") and as securities administrator (in such capacity, intermediary. Distributions on this Certificate will be made primarily from collections on the "Securities Administrator) and JPMorgan Chase Bank, as custodianTrust Assets pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Trust Agreement (MASTR Seasoned Securitization Trust 2004-2)

Certificate No. R-1 Cut-off Date : August December 1, 2004 2002 First : September 25, 2004 Distribution Date : January 20, 2003 Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN 36228F LE4 ISIN: US36242DEE94 : US63228FLE42 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 20042002-7 AssetHE2 Mortgage Pass-Backed Through Certificates, Series 20042002-7 HE2 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above December 1, 2002 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank Litton Loan Servicing LP, as servicer (the "Servicer"), and Deutscxx Xxxk National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not result in the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be the Trust Fund being deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, "plan assets" and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator prohibited transaction provisions of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, ERISA and the Securities Administrator shall Code and will not register subject the Transfer of this Certificate unless, Trustee or the Servicer to any obligation in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest those expressly undertaken in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Cert Ser 2002-He2)

Certificate No. R-1 Cut-off Date : August September 1, 2004 First : September October 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 8 Asset-Backed Certificates, Series 2004-7 8 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off Date specified above (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

Appears in 1 contract

Samples: Servicing Agreement (Gsaa Home Equity Trust 2004-8)

Certificate No. R-1 Cut-off Date : August December 1, 2004 2001 First Distribution Date : September January 25, 2004 Distribution Date Percentage Interest 2002 Initial Certificate Balance of this Certificate ("Denomination") : 100% Initial Certificate Balances of all Certificates of this Class : Percentage Interest : CUSIP : 36242D EE 9 ISIN Pass-Through Rate : US36242DEE94 GS None Maturity Date : CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 AssetCredit Suisse First Boston Mortgage Securities Corp., Mortgage-Backed Pass-Through Certificates, Series 20042001-7 33 Class R A-P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced ClassClass with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. Distributions in respect of this Certificate is distributable monthly Credit Suisse First Boston Mortgage Securities Corp., as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Sellers, the Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as depositor a seller (the in such capacity, a "DepositorSeller") and a servicer (in such capacity, a "Servicer"), Deutsche Firstar Bank, National Association, as a seller (a "Seller"), GreenPoint Mortgage Funding, Inc., as a seller (a "Seller") and a servicer (in such capacity, a "Servicer"), Bank One, National Trust CompanyAssociation, as trustee (the "Trustee"), RBMG, Inc., as a servicer (a "Servicer") and custodian, Wells Fargo Bank, N.A.Olympus Servicing L.P., as Master Servicer a servicer (in such capacity, the a "Mastxx XxrvicerServicer") and securities administrator as a special servicer (in such capacity, the a "Securities Administrator) and JPMorgan Chase Bank, as custodianSpecial Servicer"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CSFB Mortgage Backed Pass Through Certs Series 2001 33)

Certificate No. R-1 5-A-15-[__] Cut-off Date Date: August 1, 2004 2002 First Distribution Date: September 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: September 25, 2032 Pass-Through Rate: 6.250% Initial Certificate Principal Balance of this Certificate $[__________] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $6,739,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K HU 6 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset5 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 5 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of five pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 5 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Asset Sec Tr 2002 5)

Certificate No. R-1 : 1 Cut-off Date : August May 1, 2004 First Distribution Date : September June 25, 2004 Distribution Date Percentage Interest of : this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity FFMLT Trust 2004-7 AssetFF3 Mortgage Pass-Backed Through Certificates, Series 2004-7 FF3 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above May 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Chase Manhattan Mortgage Corporation, as servicer (the "Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New Yorkpurposes. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Corp. FFMLT Trust 2004-Ff3)

Certificate No. R-1 1 Cut-off Date : August April 1, 2004 2003 First : September 25, 2004 Distribution Date Percentage Interest : May 26, 2003 Initial Certificate Principal Balance of this Certificate ("Denomination") : 100$[__] Original Class Certificate Principal Balance of this Class : $[__] Percentage Interest : 100.00% Pass-Through Rate : [__]% CUSIP : 36242D EE 9 ISIN 32027N BX 8 Class : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity A-1 Assumed Maturity Date : [________________] First Franklin Mortgage Loan Trust 20042003-7 FF1 Asset-Backed Certificates, Series 20042003-7 FF1 Class R A-1 evidencing a percentage interest the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to the Trust consisting of first lien adjustable-rate and fixed-rate mortgage loans (the "Mortgage Loans") FINANCIAL ASSET SECURITIES CORP., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Cede & Co. is the registered owner of the Percentage Interest specified above evidenced by this Class A-1 Certificate (obtained by dividing the Denomination of any this Class A-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions due with respect to a Trust consisting primarily of the Class R Certificates Mortgage Loans deposited by Financial Asset Securities Corp. (the "Depositor"). The Trust was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above April 1, 2003 (the "Agreement") between GS Mortgage Securities among the Depositor, Fairbanks Capital Corp., as depositor servicer (the "DepositorServicer"), Deutsche and Wxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, a national banking association, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Class A-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class A-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp First Franklin Mort Ln Tr 03 Ff1)

Certificate No. R-1 Cut-off Date : August February 1, 2004 2003 First : September 25, 2004 Distribution Date : March 20, 2003 Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN 36228F MD5 ISIN: US36242DEE94 : US63228FMD59 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 20042003-7 AssetNC1 Mortgage Pass-Backed Through Certificates, Series 20042003-7 NC1 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above February 1, 2003 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Servicer"), NC Capital Corpxxxxxxn, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Cert Ser 2003 Nc1)

Certificate No. R-1 3-A-1-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.250% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $144,950,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K KA 6 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 3 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 X-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Capxxxx X Xxx. Xxust 2004-7 AssetHE6 Mortgage Pxxx-Backed CertificatesXxrxxxx Xxrtificates, Series 2004-7 HE6 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley Mortgage Capital Inc. is the registered owner of the Percentage Interest specified above Percxxxxxx Xxxxxxxt evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chase Xxxxxtxxx Xxxtgage Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan's or arrangement's assets, such attempted transfer or acquisition shall be void and an Opinion of no effect. Each Holder of this Class R Certificate shall be deemed by Counsel satisfactory to the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, Trustee and the rights Servicers, which Opinion of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted TransfereeTrustee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to effect that the Securities Administrator under Section 5.02(b) purchase or holding of the Agreement, the Securities Administrator shall have been furnished with such Certificate will not constitute or result in a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, non-exempt prohibited transaction within the meaning of an applicable income tax treatyERISA, Section 4975 of such Person the Code or any other U.S. Person Similar Law and (D) will not subject the Trustee or the Servicers to Transfer the Ownership Interest any obligation in addition to those expressly undertaken in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)

Certificate No. R-1 CutXXXXXX XXXXXXX ABS CAPITAL I INC. IXIS Real Estate Capital Trust 2006-off Date : August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004HE1 Mortgage Pass-7 Asset-Backed Through Certificates, Series 20042006-7 HE1 [Class R A-1] [Class A-2] [Class A-3] [Class A-4] [Class M-1] [Class M-2] [Class M-3] [Class M-4] [Class M-5] [Class M-6] [Class B-1] [Class B-2] [Class B-3] [Class B-4] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Unaffiliated Seller, the Securities Administrator, the Master Servicer, any Originator, the Securities Administrator Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Xxxxxx Xxxxxxx ABS Capital I Inc., as depositor (the "Depositor"), Master Financial, Inc., as a servicer ("Master Financial"), Saxon Mortgage Services Inc., as a servicer ("Saxon" and together with Master Financial, the "Servicers"), IXIS Real Estate Capital Inc., as unaffiliated seller (the "Unaffiliated Seller"), Deutsche Bank National Trust Company, as trustee and custodian (in each such capacity, respectively, the "Trustee") " and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx XxrvicerCustodian") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, National Association, as custodiansecurities administrator, master servicer and backup servicer (in each such capacity, respectively, the "Securities Administrator", the "Master Servicer" and the "Backup Servicer"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I, Inc. IXIS Real Estate Capital Trust 2006-He1)

Certificate No. R-1 3-A-2-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.250% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $1,500,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K KB 4 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 3 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 Cut-off Date : August September 1, 2004 First Distribution Date : September October 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 8 Asset-Backed Certificates, Series 2004-7 8 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off Date specified above (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.. * * *

Appears in 1 contract

Samples: Servicing Agreement (Gsaa Home Equity Trust 2004-8)

Certificate No. R-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of : 100% this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Caxxxxx I Xxx. Xrust 2004-7 AssetHE6 Mortgage Xxxx-Backed CertificatesXhxxxxx Xertificates, Series 2004-7 HE6 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest Percenxxxx Xnxxxxxx specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx Xxxxaxxxx Xxrtgage Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicers or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Non-Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)

Certificate No. R-1 1 Cut-off Date : August December 1, 2004 2001 First Distribution Date : September January 25, 2004 Distribution Date 2002 Percentage Interest of this Certificate ("DenominationDENOMINATION") : 100% -------------- CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPXXXXXX XXXXXXX XXXX XXXXXX CAPITAL I INC. GSAA Home Equity Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc. Trust 20042001-7 AssetNC4 Mortgage Pass-Backed Through Certificates, Series 20042001-7 NC4 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] U.S. Bank National Association, as Indenture Trustee, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "AgreementAGREEMENT") between GS Mortgage Securities Corp.among Xxxxxx Xxxxxxx Xxxx Xxxxxx Capital I Inc., as depositor (the "DepositorDEPOSITOR"), Deutsche Ocwen Federal Bank FSB, as servicer (the "SERVICER"), NC Capital Corporation, as responsible party (the "RESPONSIBLE PARTY") and U.S. Bank National Trust CompanyAssociation, as trustee (the "TrusteeTRUSTEE") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 ACT"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. Except with respect to the transfer of this Certificate to the NIMs Trust on the Closing Date, no transfer of this Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificatetransferee, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not neither an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Lawany Federal, state or local law materially similar to the foregoing provisions of ERISA or the Code ("SIMILAR LAW"), nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which (ii) if this Certificate has been the subject of an ERISA-Qualifying Underwriting (as such term is defined in the Agreement), a representation letter shall not be an expense of from the Securities Administrator or transferee, acceptable to and in form and substance satisfactory to the Trust Fund. In Trustee, to the event effect that such representation transferee is violated, an insurance company and is acquiring this Certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of 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 any attempt (iii) if this Certificate is made to transfer to a presented for registration in the name of an employee benefit plan or arrangement subject to Section 406 Title I of ERISA or ERISA, a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan, an Opinion of Counsel satisfactory to the Trustee and the Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or arrangementthe Trust Fund, such attempted transfer addressed to the Trustee, to the effect that the purchase or acquisition shall be void and of no effect. Each Holder holding of this Class R Certificate shall be will not result in the assets of the Trust Fund being deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, "plan assets" and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator prohibited transaction provisions of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, ERISA and the Securities Administrator shall Code or similar provisions of Similar Law and will not register subject the Transfer of this Certificate unless, Trustee or the Servicer to any obligation in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee those expressly undertaken in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * * WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)

Certificate No. R-1 [1][2] Cut-off Date : August May 1, 2004 2001 First Distribution Date : September June 25, 2004 Distribution Date Percentage Interest 2001 Initial Certificate Balance of this Certificate ("Denomination") : 100% $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : 36242D EE 9 ISIN Pass-Through Rate : US36242DEE94 GS Maturity Date : CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 AssetCredit Suisse First Boston Mortgage Securities Corp., Mortgage-Backed Pass-Through Certificates, Series 20042001-7 11 Class R AR evidencing a percentage interest in the distributions allocable to the Class AR Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable rate conventional mortgage loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Classfamily residential properties. Distributions Credit Suisse First Boston Mortgage Securities Corp., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Sellers, the Servicers, the Trustee or the Trustee Trust Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Credit Suisse First Boston Corporation, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as depositor a seller (the in such capacity, a "DepositorSeller") and a servicer (in such capacity, a "Servicer"), Deutsche Bank One, National Trust CompanyAssociation, as trustee (the "Trustee"), The Chase Manhattan Bank, as trust administrator (the "Trust Administrator") and custodian, Wells Fargo Bank, N.A.Calmco Servicing L.P., as Master Servicer a special servicer (in such capacity, the a "Mastxx XxrvicerSpecial Servicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R AR Certificate at the offices designated by the Trustee for such purposes Corporate Trust Office or the office or agency maintained by the Securities Trust Administrator in New York, New York. No transfer of a Class R AR Certificate shall be made unless the Securities Trust Administrator shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the TrusteeTrust Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan ERISA or arrangement subject to Section 4975 of the Code or a plan subject to Similar LawCode, or a person acting on behalf of any such plan or arrangement nor or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Trustee, the Trust Administrator or the Trust Fund. In Fund or (ii) if the event transferee is an insurance company, a representation that such representation the transferee is violatedan insurance company which is purchasing this certificate with funds contained in an "insurance company general account," as that term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60, or PTCE 95-60, and that the purchase and holding of this certificate are covered under Sections I and II of PTCE 95-60, or (iii) in the case of any attempt is made to transfer to a plan or arrangement subject to Section 406 such Class AR Certificate presented for registration in the name of ERISA or a an employee benefit plan subject to ERISA, or Section 4975 of the Code (or a plan subject to Similar Lawcomparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Class AR Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the Servicers or the Special Servicer to any such obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Trust Administrator or the Trust Fund. Notwithstanding anything else to the contrary herein, any purported transfer of a Class AR Certificate to or on behalf of an employee benefit plan subject to ERISA or arrangement, such attempted transfer or acquisition to the Code without the Opinion of Counsel satisfactory to the Trust Administrator as described above shall be void and of no effect. Each Holder of this Class R AR Certificate shall will be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisionsrestrictions of the Agreement, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject including but not limited to the following provisions: restrictions that (i) each Person person holding or acquiring any Ownership Interest in this Class R AR Certificate shall must be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R AR Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition transferred without delivery to the certificates required to be delivered to the Securities Trust Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit transfer affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to described in the Agreement, (iii) each Person person holding or acquiring any Ownership Interest in this Class R AR Certificate shall must agree (A) to obtain require a Transfer Affidavit transfer affidavit from any other Person person to whom such Person person attempts to Transfer its Ownership Interest in this Class R CertificateAR Certificate as required pursuant to the Agreement, (Biv) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee each person holding or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of acquiring an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R AR Certificate or must agree not to cause the Transfer of the transfer an Ownership Interest in this Class R AR Certificate to any other Person if it has actual knowledge that such Person the proposed transferee is not a Permitted Transferee and (ivv) any attempted or purported Transfer transfer of the any Ownership Interest in this Class R AR Certificate in violation of the provisions herein shall such restrictions will be absolutely null and void and shall will vest no rights in the purported Transfereetransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Trust Administrator.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Credit Suisse Fir Bo Sec Cor CSFB Mort Ps Th CRT Ser 2001-11)

Certificate No. R-1 7-A-7-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.250% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $3,000,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K KX 6 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 7 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 X-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-7 AssetHE7 Mortgagx Xxxx-Backed Xxxxxxx Certificates, Series 2004-7 HE7 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley Mortgage Capital Inc., is the registered owner of the Percentage Interest specified above Pexxxxxxgx Xxxxxest evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx Xxxxaxxxx Xxrtgage Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, New Century Mortgage Corporation, as servicer, Aames Capital Corporation, as a responsible party, MILA, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan's or arrangement's assets, such attempted transfer or acquisition shall be void and an Opinion of no effect. Each Holder of this Class R Certificate shall be deemed by Counsel satisfactory to the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, Trustee and the rights Servicers, which Opinion of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted TransfereeTrustee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to effect that the Securities Administrator under Section 5.02(b) purchase or holding of the Agreement, the Securities Administrator shall have been furnished with such Certificate will not constitute or result in a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, non-exempt prohibited transaction within the meaning of an applicable income tax treatyERISA, Section 4975 of such Person the Code or any other U.S. Person Similar Law and (D) will not subject the Depositor, the Trustee or the Servicers to Transfer the Ownership Interest any obligation in addition to those expressly undertaken in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. ***

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He7)

Certificate No. R-1 Cut-off Date : August January 1, 2004 2005 First Distribution Date : September February 25, 2004 Distribution Date 2005 Percentage Interest of this Certificate ("Denomination") : 1001% CUSIP : 36242D EE TY 9 ISIN ISIN: US36242DEE94 : US36242DTY93 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004HOME EQUITY TRUST 2005-7 2 Asset-Backed Certificates, Series 20042005-7 2 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicers the Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above January 1, 2005 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), NC Capital Corporation, as responsible party (the "Responsible Party"), Countrywide Home Loans Servicing LP, as servicer, New Century Mortgage Corporation, as servicer (collectively, the "Servicers"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan's or arrangement's assets, such attempted transfer or acquisition shall be void and an Opinion of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject Counsel satisfactory to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee, which Opinion of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Counsel shall not register be an expense of the Transfer of this Certificate unlessTrustee, in addition the Servicers or the Trust Fund, addressed to the certificates required to be delivered Trustee, to the Securities Administrator under Section 5.02(b) effect that the purchase or holding of the Agreement, the Securities Administrator shall have been furnished with such Certificate will not constitute or result in a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, non-exempt prohibited transaction within the meaning of an applicable income tax treatyERISA, Section 4975 of such Person the Code or any other U.S. Person Similar Law and (D) will not subject the Trustee or the Servicers to Transfer the Ownership Interest any obligation in addition to those expressly undertaken in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GSAA Home Equity Trust 2005-2)

Certificate No. R-1 1 Cut-off Date : August March 1, 2004 First Distribution Date : September 25April 26, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 362260 AJ 0 ISIN : US36242DEE94 US362260AJ08 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetFM2 Mortgage Pass-Backed Through Certificates, Series 2004-7 FM2 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_________________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above March 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank HomEq Servicing Corporation, as servicer (the "Servicer"), and Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent xxx xxtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes purpose, or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mortga Mort Passthr Certs Ser 2004-Fm2)

Certificate No. R-1 1 Cut-off Date : August 1, 2004 First Distribution Date : September 2527, 2004 Distribution Date Percentage Interest Initial Certificate Principal Balance of this Certificate ("Denomination") : 100$ 375,737,000.00 Original Class Certificate Principal Balance of this Class : $ 375,737,000.00 Percentage Interest : 100.00% Pass-Through Rate : Variable CUSIP : 36242D EE 317350 AZ 9 ISIN Class : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity I-A1 Assumed Maturity Date : August 2034 Finance America Mortgage Loan Trust 2004-7 2 Asset-Backed Certificates, Series 2004-7 2 Class R I-A1 evidencing a percentage interest the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the "Mortgage Loans") FINANCIAL ASSET SECURITIES CORP., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class I-A1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This I-A1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Cede & Co. is the registered owner of the Percentage Interest specified above evidenced by this Class I-A1 Certificate (obtained by dividing the Denomination of any this Class I-A1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions due with respect to a Trust consisting primarily of the Class R Certificates Mortgage Loans deposited by Financial Asset Securities Corp. (the "Depositor"). The Trust was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above August 1, 2004 (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, HomEq Servicing Corporation, as depositor servicer (the "DepositorServicer"), and Deutsche Bank National Trust Company, a national banking association, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class I-A1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class I-A1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Class I-A1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class I-A1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Finance America Mortgage Loan Trust 2004-2)

Certificate No. R-1 X-1 Cut-off Date : August June 1, 2004 First Distribution Date : September 25July 26, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-7 AssetHE4 Mortgagx Xxxx-Backed Xxxxxxx Certificates, Series 2004-7 HE4 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Deutsche Bank National Trust Company, as NIM Trustee, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx Xxxxaxxxx Xxrtgage Corporation, as servicer ("Chase"), Countrywide Home Loans Servicing LP, as servicer ("Countrywide"), HomEq Servicing Corporation, as servicer ("HomEq"), Aames Capital Corporation, as a responsible party ("Aames"), Accredited Home Lenders, Inc., as a responsible party ("Accredited"), NC Capital Corporation, as a responsible party ("NC Capital") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan's or arrangement's assets, such attempted transfer or acquisition shall be void and an Opinion of no effect. Each Holder of this Class R Certificate shall be deemed by Counsel satisfactory to the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, Trustee and the rights Servicer, which Opinion of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted TransfereeTrustee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to effect that the Securities Administrator under Section 5.02(b) purchase or holding of the Agreement, the Securities Administrator shall have been furnished with such Certificate will not constitute or result in a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, non-exempt prohibited transaction within the meaning of an applicable income tax treatyERISA, Section 4975 of such Person the Code or any other U.S. Person Similar Law and (D) will not subject the Trustee or the Servicer to Transfer the Ownership Interest any obligation in addition to those expressly undertaken in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He4)

Certificate No. R-1 Cut-off Date : August December 1, 2004 First Distribution Date : September January 25, 2004 Distribution Date 2005 Percentage Interest of : this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Capxxxx X Xxx. Xxust 2004-7 AssetWMC3 Mortgage Xxxx-Backed Txxxxxx Certificates, Series 2004-7 WMC3 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest Percenxxxx Xnxxxxxx specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Counxxxxxxe Xxxx Xoans Servicing LP, as servicer (the "Servicer"), WMC Mortgage Corp., as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Non-Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Wmc3)

Certificate No. R-1 Cut-off Date Percentage Interest: August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100_____% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 Asset-Backed Certificates, Series 2004-7 Class R evidencing a percentage interest ----------------------- 1 To be inserted in the distributions allocable Certificate to be held by the Certificates Holder of the above-referenced ClassSpecial Interest. Distributions in respect CERTIFICATE OF AUTHENTICATION This is one of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee Subordinated Certificates referred to below or any in the within-mentioned Trust Agreement. Date of their respective affiliates. Neither this Authentication: WILMINGTON TRUST COMPANY, as Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [Registrar December ___, 2001 By: _____________________] _______ Authorized Officer THIS CERTIFIES THAT _____________, is the registered owner of the above specified Percentage Interest specified above of any monthly distributions due to in THE NELNET GROUP TRUST II (the Class R Certificates "Trust"). The Trust was created pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off Date specified above December 1, 2001 (the "Trust Agreement") between GS Mortgage Securities ), among EMT Corp., as depositor (the "Depositor"), Deutsche Bank National NELnet, Inc., as administrator (the "Administrator"), Wilmington Trust Company, as trustee (the "Trustee") ), Certificate Paying Agent and custodianCertificate Registrar, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, and the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase BankBank as Collateral Agent, as custodianNote Registrar and Note Paying Agent, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement. This certificate is one of the duly authorized certificates designated in the Trust Agreement as Subordinated Certificates (the "Subordinated Certificates"). The Trust is also issuing _____% Student Loan Interest Margin Securities (the "Notes"). This Subordinated Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, Trust Agreement which is incorporated herein by reference and to which Agreement the Holder of this Subordinated Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution Distributions with respect to the Subordinated Certificates will be made, but only after payment in full of the proceeds of any remaining current principal and interest payment on the Notes, solely from the assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferTrust, which representation letter shall not be an expense of the Securities Administrator or include (as more fully described in the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: Agreement): (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be the right to receive the residual cash-flow (the "Underlying Residual Rights") from a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transfereemaster trust estate established under underlying Trust Agreements, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferredDepositor's right to receive certain Adjusted Program Expenses, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree the Collection Account, the Reserve Account and the Distribution Account established under the Trust Agreement (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificatecollectively, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income the "Trust Property"). Distributions will be made with respect to the Class R Subordinated Certificates only to the extent set forth in the Trust Agreement, semi-annually, on the second Business Day of each March and September, commencing September, 2002 (the "Payment Date") to the person in whose name this Subordinated Certificate to be attributable to a foreign permanent establishment or fixed baseis registered at the close of business on the second day immediately preceding such Payment Date (the "Record Date"). It is the intent and agreement of the Depositor, within the meaning Subordinated Certificateholders and the Noteholders that, for purposes of an applicable federal income, state and local income tax treaty, of such Person or and franchise and any other U.S. Person income taxes, the Trust will be treated as a grantor trust or, if not, as a partnership with the Subordinated Certificateholders being treated as partners in that partnership, and (D) not the Notes will be treated as debt of the Trust. The Holder of this Subordinated Certificate, by virtue of the acceptance hereof, agrees to Transfer treat, and to take no action inconsistent with the Ownership Interest treatment of, the Subordinated Certificates for such tax purposes as partnership interests in the Trust. Distributions on this Class R Subordinated Certificate will be made by the Certificate Paying Agent by check or money order mailed to the Subordinated Certificateholder of record in the Certificate Register without the presentation or surrender of this Subordinated Certificate or the making of any notation hereon or by wire transfer, in immediately available funds, to cause the Transfer account of the Ownership Interest in this Class R Certificate to any other Person Subordinated Certificateholder if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein Subordinated Certificateholder shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made have provided to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth Paying Agent appropriate written instructions at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.least five Business Days prior to

Appears in 1 contract

Samples: Trust Agreement (Nelnet Inc)

Certificate No. R-1 Cut-off Date : August December 1, 2004 First Distribution Date : September January 25, 2004 Distribution Date 2005 Percentage Interest of : this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 SN 4 ISIN : US36242DEE94 US36242DSN48 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetOPT Mortgage Pass-Backed Through Certificates, Series 2004-7 OPT Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above December 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Option One Mortgage Corporation, a California corporation, as servicer (in such capacity, the "Servicer") and responsible party (in such capacity, the "Responsible Party"), Wells Fargo Bank, National Association, as custodian, and Deutsche Bank National Xxxxonal Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable notice to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effectCertificateholders. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GS Mortgage GSAMP Trust 2004-Opt)

Certificate No. R-1 Cut-off Date : August March 1, 2004 First Distribution Date : September 25April 26, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN 362260 AL 5 ISIN: US36242DEE94 : US362260AL53 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetFM2 Mortgage Pass-Backed Through Certificates, Series 2004-7 FM2 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above March 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank HomEq Servicing Corporation, as servicer (the "Servicer"), and Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent xxx xxtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan's or arrangement's assets, such attempted transfer or acquisition shall be void and an Opinion of no effect. Each Holder of this Class R Certificate shall be deemed by Counsel satisfactory to the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, Trustee and the rights Servicer, which Opinion of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted TransfereeTrustee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to effect that the Securities Administrator under Section 5.02(b) purchase or holding of the Agreement, the Securities Administrator shall have been furnished with such Certificate will not constitute or result in a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, prohibited transaction within the meaning of an applicable income tax treatyERISA, Section 4975 of such Person the Code or any other U.S. Person Similar Law and (D) will not subject the Trustee or the Servicer to Transfer the Ownership Interest any obligation in addition to those expressly undertaken in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mortga Mort Passthr Certs Ser 2004-Fm2)

Certificate No. R-1 6-A-1-[_] Cut-off Date Date: August May 1, 2004 First Distribution Date: September June 25, 2004 Last Scheduled Distribution Date Percentage Interest Date: June 25, 2034 Pass-Through Rate: 7.00% Initial Certificate Principal Balance of this Certificate ("Denomination") ): $[ ] Initial Certificate Principal Balances of all Certificates of this Class: 100% CUSIP $45,000,000 CUSIP: 36242D EE 9 ISIN 576434 RL 0 ISIN: US36242DEE94 GS US576434RL01 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust MASTR ALTERNATIVE LOAN TRUST 2004-7 Asset5 Mortgage Pass-Backed Through Certificates, Series 2004-7 5 Class R 6-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Trust Administrator, the Trustee or the Trustee Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank, N.A., as master servicer (in such capacity, the "Servxxxx"), trust administrator (in such capacity, the "Trust Administrator") and a custodian, U.S. Bank National Trust CompanyAssociation, as a custodian ("U.S. Bank"), and Wachovia Bank, National Association, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, ). Distributions on this Certificate will be made primarily from collections on the "Mastxx Xxrvicer") and securities administrator (in such capacity, applicable Mortgage Loans pursuant to the "Securities Administrator) and JPMorgan Chase Bank, as custodianterms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Trust Administrator.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Alternative Loan Trust 2004-5)

Certificate No. R-1 Cut-off Date : August 1This Certificate evidences a beneficial ownership interest in a Trust consisting primarily of a pool of Mortgage Loans (collectively, 2004 First : September 25, 2004 Distribution Date Percentage Interest of this Certificate (the "DenominationMortgage Loans") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS formed and sold by SAXON ASSET SECURITIES COMPANY THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OR INTEREST IN SAXON ASSET SECURITIES COMPANY, THE MASTER SERVICER, ANY SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE SECURITIES CORPLOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. GSAA Home Equity Trust 2004-7 Asset-Backed Certificates, Series 2004-7 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] The Registered Holder named above is the registered owner of the Percentage Interest specified calculated as set forth below in the above mentioned Class of any monthly distributions due to Certificates issued by the Class R Certificates Trust (the "Trust") created pursuant to a Master Servicing and Trust Agreement trust agreement dated as of the Cut-Off Date specified above November 1, 1996 (the "Trust Agreement") between GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche among Saxon Asset Securities Company (herein called "Saxon," which term includes any successor entity under the "Trust Agreement"), Texas Commerce Bank National Trust CompanyAssociation, as trustee (the "Trustee") Master Servicer, Paying Agent, Custodian and custodianCertificate Registrar, Wells Fargo Bankand Citibank, N.A., as Master Servicer (in such capacityTrustee, a summary of certain of the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodianpertinent provisions of which is set forth herein. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Trust Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, Trust Agreement to which Trust Agreement the Holder of this Certificate Certificate, by virtue of the acceptance hereof hereof, assents and by which such Holder is bound. Any distribution This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Loan Asset Backed Certificates, Series 1996-2 (herein called the "Certificates") and represents a Percentage Interest in the above mentioned Class of Certificates equal to the quotient, expressed as a percentage, obtained by dividing the Denomination of this Certificate specified above by the Initial Principal Balance specified above of the proceeds above mentioned Class of any remaining assets Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. To the extent and subject to the limitations set forth in the Trust Fund Agreement, the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date") is entitled to receive the Distribution Amount with respect to the above mentioned Class of Certificates on the 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day (each a "Distribution Date"), commencing on December 26, 1996. All amounts distributable with respect to this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Asset Proceeds Account and related accounts shall be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. So long as this Certificate is registered in the name of a Clearing Agency or its nominee, the Paying Agent will make distributions on this Certificate by wire transfer of immediately available funds to the Clearing Agency or its nominee. Otherwise, all distributions under the Trust Agreement will be made by the Paying Agent either (i) by check mailed to the address of the Holder as it appears on the Certificate Register on the related Record Date or (ii) upon request to the Paying Agent in writing by the Record Date immediately prior to the Distribution Date of any Holder of Certificates of this Class having an aggregate initial principal amount equal to or in excess of $1,000,000, by wire transfer of immediately available funds to the account of such Holder. A fee may be charged by the Paying Agent to a Certificateholder for any payment made by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of a pendency of such distribution and only upon presentment presentation and surrender of this Class R Certificate at its principal Corporate Trust Office or such other offices or agencies appointed by the Paying Agent for that purpose and such other locations provided in the Trust Agreement. The Certificate Insurer is required, subject to the terms of the Certificate Insurance Policy, to make Insured Payments available to the Trustee (directly or through a Paying Agent) on or prior to the related Distribution Date for distribution to the Holders. Upon receipt of amounts under the Certificate Insurance Policy on behalf of the Holders of the above mentioned Class of Certificates, the Trustee shall distribute in accordance with the Trust Agreement such amounts (directly or through a Paying Agent) to the Holders of the above mentioned Class of Certificates. The Trustee will duly and punctually make distributions with respect to this Certificate in accordance with the terms hereof and the Trust Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Holder shall be considered as having been distributed to such Holder for all purposes of the Trust Agreement. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Saxon and the Trustee and the rights of the Holders of the Certificates under the Trust Agreement at any time by Saxon, the Master Servicer and the Trustee with consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Unless there is a Certificate Insurer Default, the Certificate Insurer is entitled to exercise all Voting Rights of the Class A Certificateholders. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Clearing Agency or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Certificate Registrar or such other offices designated or agencies appointed by the Trustee for that purpose and such purposes other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the office form below or agency maintained by the Securities Administrator in New York, New York. No other written instrument of transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the TrusteeCertificate Registrar and duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate principal balance will be issued to the effect that such designated transferee is not an employee benefit plan or arrangement subject transferees. Subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 the terms of the Code or a plan subject to Similar LawTrust Agreement, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder Certificates of this Class R Certificate shall will be deemed registered as one or more certificates held by a Clearing Agency or its nominee and beneficial interests will be held by Beneficial Owners through the acceptance book-entry facilities of such Clearing Agency or acquisition an Ownership Interest its nominee in this Class R Certificate to have agreed to be bound by minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the following provisions, Trust Agreement and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the following provisions: (i) each Person holding same Class in the same denomination. No service charge will be made for any such registration of transfer or acquiring exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change tax or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate other governmental charge that may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent imposed in connection with any Transfer transfer or exchange of Certificates. Saxon, the Master Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of Saxon, the Master Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Class R CertificateCertificate is registered as the owner hereof for all purposes, and none of Saxon, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The Trust Agreement provides that the obligations created thereby will terminate upon the earlier of (Ci) not the payment to cause income the Holders of all Certificates from amounts other than those available under the related Certificate Insurance Policy of all amounts held by the Trustee and required to be paid to such Holders pursuant to the Trust Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect to thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a qualified liquidation of the Trust Estate is effected as described in the Agreement. The Trust Agreement also provides that (i) the Holders of a majority of the Class R Certificate to be attributable to a foreign permanent establishment or fixed baseCertificates may, within at their option, purchase from the meaning Trust all remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of an applicable income tax treatythe Certificates, of such Person or on any other U.S. Person Distribution Date after the Initial Optional Redemption Date and (Dii) not under certain circumstances relating to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer qualification of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not REMIC as a Permitted Transferee and (iv) any attempted or purported Transfer REMIC under the Code the Mortgage Loans may be sold, thereby effecting the early retirement of the Ownership Interest in Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose unless manually authenticated by an authorized signatory purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Trustee has executed this Certificate on behalf of the Securities AdministratorTrust not in its individual capacity but solely as Trustee under the Trust Agreement, and the Trustee shall be liable hereunder only in respect of the assets of the Trust. Capitalized terms used and not defined herein have the meaning given them in the Trust Agreement.

Appears in 1 contract

Samples: Trust Agreement (Saxon Asset Securities Co)

Certificate No. R-1 Cut-off Date : August March 1, 2004 2006 First Distribution Date : September April 25, 2004 Distribution Date Percentage Interest 2006 Initial Certificate Balance of this Certificate ("Denomination") : 100% ------------ Initial Certificate Balances of all Certificates of this Class : _______________ ________________ CUSIP : 36242D EE 9 ISIN : US36242DEE94 A-2 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 20042006-7 5 Asset-Backed Certificates, Series 20042006-7 5 [Class R 1A1][Class 2A1][Class 2A2][Class 2A3][Class 2A4] [Class M-1][Class M-2][Class M-3][Class M-4][Class M-5] [Class B-1][Class B-2][Class B-3] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche U.S. Bank National Trust CompanyAssociation, as trustee (the "Trustee") and as a custodian, Wells Fargo JPMorgan Chase Bank, N.A.National Association, as Master Servicer (in such capacity, the "Mastxx XxrvicerMaster Servicer") and securities administrator Securities Administrator (in such capacity, the "Securities Administrator") and JPMorgan Chase Bankas a custodian and Deutsche Bank National Trust Company, as a custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.. * * *

Appears in 1 contract

Samples: Servicing Agreement (GSAA Home Equity Trust 2006-5)

Certificate No. R-1 Cut-off Date : August 1This Certificate evidences a beneficial ownership interest in a Trust consisting primarily of a pool of Mortgage Loans (collectively, 2004 First : September 25, 2004 Distribution Date Percentage Interest of this Certificate (the "DenominationMortgage Loans") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS formed and sold by SAXON ASSET SECURITIES COMPANY THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SAXON ASSET SECURITIES COMPANY, THE MASTER SERVICER, ANY SERVICER, TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE SECURITIES CORPLOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. GSAA Home Equity Trust 2004-7 Asset-Backed Certificates, Series 2004-7 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] The Registered Holder named above is the registered owner of the Percentage Interest specified calculated as set forth below in the above mentioned Class of any monthly distributions due to Certificates issued by the Class R Certificates Trust (the "Trust") created pursuant to a Master Servicing and Trust Agreement trust agreement dated as of the Cut-Off Date specified above November 1, 1996 (the "Trust Agreement"), among Saxon Asset Securities Company (herein called "Saxon," which term includes any successor entity under the "Trust Agreement") between GS Mortgage Securities Corp.Texas Commerce Bank National Association, as depositor (the "Depositor")Master Servicer, Deutsche Bank National Trust CompanyPaying Agent, as trustee (the "Trustee") Custodian and custodianCertificate Registrar, Wells Fargo Bankand Citibank, N.A., as Master Servicer (in such capacityTrustee, a summary of certain of the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodianpertinent provisions of which is set forth herein. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Trust Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, Trust Agreement to which Trust Agreement the Holder of this Certificate Certificate, by virtue of the acceptance hereof hereof, assents and by which such Holder is bound. Any distribution This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Loan Asset Backed Certificates, Series 1996-2 (herein called the "Certificates") and represents a Percentage Interest in the above mentioned Class of Certificates equal to the quotient, expressed as a percentage, obtained by dividing the Denomination of this Certificate specified above by the Initial Principal Balance specified above of the proceeds above mentioned Class of any remaining assets Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. To the extent and subject to the limitations set forth in the Trust Fund Agreement, the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date") is entitled to receive the Distribution Amount with respect to the above mentioned Class of Certificates on the 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day (each a "Distribution Date"), commencing on December 26, 1996. All amounts distributable with respect to this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Asset Proceeds Account and related accounts shall be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. So long as this Certificate is registered in the name of a Clearing Agency or its nominee, the Paying Agent will make distributions on this Certificate by wire transfer of immediately available funds to the Clearing Agency or its nominee. Otherwise, all distributions under the Trust Agreement will be made by the Paying Agent either (i) by check mailed to the address of the Holder as it appears on the Certificate Register on the related Record Date or (ii) upon request to the Paying Agent in writing by the Record Date immediately prior to the Distribution Date of any Holder of Certificates of this Class having an aggregate initial principal amount equal to or in excess of $1,000,000, by wire transfer of immediately available funds to the account of such Holder. A fee may be charged by the Paying Agent to a Certificateholder for any payment made by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of a pendency of such distribution and only upon presentment presentation and surrender of this Class R Certificate at its principal Corporate Trust Office or such other offices or agencies appointed by the Paying Agent for that purpose and such other locations provided in the Trust Agreement. The Certificate Insurer is required, subject to the terms of the Certificate Insurance Policy, to make Insured Payments available to the Trustee (directly or through a Paying Agent) on or prior to the related Distribution Date for distribution to the Holders. Upon receipt of amounts under the Certificate Insurance Policy on behalf of the Holders of the above mentioned Class of Certificates, the Trustee shall distribute in accordance with the Trust Agreement such amounts (directly or through a Paying Agent) to the Holders of the above mentioned Class of Certificates. The Trustee will duly and punctually make distributions with respect to this Certificate in accordance with the terms hereof and the Trust Agreement. Amounts properly with,held under the Code by any Person from a distribution to any Holder shall be considered as having been distributed to such Holder for all purposes of the Trust Agreement. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Saxon and the Trustee and the rights of the Holders of the Certificates under the Trust Agreement at any time by Saxon, the Master Servicer and the Trustee with consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Unless there is a Certificate Insurer Default, the Certificate Insurer is entitled to exercise all Voting Rights of the Class A Certificateholders. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Clearing Agency or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Certificate Registrar or such other offices designated or agencies appointed by the Trustee for that purpose and such purposes other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the office form below or agency maintained by the Securities Administrator in New York, New York. No other written instrument of transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the TrusteeCertificate Registrar and duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate principal balance will be issued to the effect that such designated transferee is not an employee benefit plan or arrangement subject transferees. Subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 the terms of the Code or a plan subject to Similar LawTrust Agreement, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder Certificates of this Class R Certificate shall will be deemed registered as one or more certificates held by a Clearing Agency or its nominee and beneficial interests will be held by Beneficial Owners through the acceptance book-entry facilities of such Clearing Agency or acquisition an Ownership Interest its nominee in this Class R Certificate to have agreed to be bound by minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the following provisions, Trust Agreement and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the following provisions: (i) each Person holding same Class in the same denomination. No service charge will be made for any such registration of transfer or acquiring exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change tax or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate other governmental charge that may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent imposed in connection with any Transfer transfer or exchange of Certificates. Saxon, the Master Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of Saxon, the Master Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Class R CertificateCertificate is registered as the owner hereof for all purposes, and none of Saxon, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The Trust Agreement provides that the obligations created thereby will terminate upon the earlier of (Ci) not the payment to cause income the Holders of all Certificates from amounts other than those available under the related Certificate Insurance Policy of all amounts held by the Trustee and required to be paid to such Holders pursuant to the Trust Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect to thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a qualified liquidation of the Trust Estate is effected as described in the Agreement. The Trust Agreement also provides that (i) the Holders of a majority of the Class R Certificate to be attributable to a foreign permanent establishment or fixed baseCertificates may, within at their option, purchase from the meaning Trust all remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of an applicable income tax treatythe Certificates, of such Person or on any other U.S. Person Distribution Date after the Initial Optional Redemption Date and (Dii) not under certain circumstances relating to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer qualification of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not REMIC as a Permitted Transferee and (iv) any attempted or purported Transfer REMIC under the Code the Mortgage Loans may be sold, thereby effecting the early retirement of the Ownership Interest in Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose unless manually authenticated by an authorized signatory purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Trustee has executed this Certificate on behalf of the Securities AdministratorTrust not in its individual capacity but solely as Trustee under the Trust Agreement, and the Trustee shall be liable hereunder only in respect of the assets of the Trust. Capitalized terms used and not defined herein have the meaning given them in the Trust Agreement.

Appears in 1 contract

Samples: Trust Agreement (Saxon Asset Securities Co)

Certificate No. R-1 A-LR-1 Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest October 25, 2032 Pass-Through Rate: 7.250% Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination") ): Initial Certificate Principal Balances of all Certificates of $50 this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN 576434 AW 4 ISIN: US36242DEE94 GS US576434AW49 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ALTERNATIVE LOAN TRUST 2002-7 Asset2 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 2 evidencing a percentage interest in the distributions allocable to the Class A-LR Certificates with respect to a Trust Fund consisting primarily of five pools of conventional loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Class. Distributions family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above (obtained by dividing the Denomination of any this Certificate by the aggregate initial Class Principal Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer") axx Xxnk One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R A-LR Certificate at the offices designated by Corporate Trust Office of the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Class R A-LR Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust FundServicer. In Notwithstanding anything else to the event that such representation is violated, contrary herein any purported transfer of a Class A-LR Certificate to or any attempt is made to transfer to a plan or arrangement subject to Section 406 on behalf of ERISA or a an employee benefit plan subject to Section 4975 of ERISA, the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition Law shall be void and of no effect. Each Holder of this Class R A-LR Certificate shall will be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisionsrestrictions of the Agreement, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject including but not limited to the following provisions: restrictions that (i) each Person person holding or acquiring any Ownership Interest in this Class R A-LR Certificate shall must be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R A-LR Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition transferred without delivery to the certificates required to be delivered to the Securities Administrator under Section 5.02(bTrustee of (a) a transfer affidavit of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form attached as Exhibit G to described in the Agreement, (iii) each Person person holding or acquiring any Ownership Interest in this Class R A-LR Certificate shall must agree (A) to obtain require a Transfer Affidavit from any other Person transfer affidavit and to whom such Person attempts deliver a transfer certificate to Transfer its Ownership Interest this Class R Certificatethe Trustee as required pursuant to the Agreement, (Biv) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee each person holding or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of acquiring an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R A-LR Certificate or must agree not to cause the Transfer of the transfer an Ownership Interest in this Class R A-LR Certificate to any other Person if it has actual knowledge that such Person the proposed transferee is not a Permitted Transferee and (ivv) any attempted or purported Transfer transfer of the any Ownership Interest in this Class R A-LR Certificate in violation of the provisions herein shall such restrictions will be absolutely null and void and shall will vest no rights in the purported Transfereetransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Assset Sec Trans Inc Mastr Alternative Loan 2002-2)

Certificate No. R-1 Cut-off Date : August April 1, 2004 First Distribution Date : September May 25, 2004 Distribution Date Percentage Interest of : this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-7 AssetNC3 Mortgagx Xxxx-Backed Xxxxxxx Certificates, Series 2004-7 NC3 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest Percenxxxx Xnxxxxxx specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Counxxxxxxe Xxxx Xoans Servicing LP, as servicer (the "Servicer"), NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Non-Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc Trust 2004-Nc3)

Certificate No. R-1 P-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity SECURITIZED ASSET BACKED RECEIVABLES LLC Securitized Asset Backed Receivables LLC Trust 2004-7 AssetNC2 Mortgage Pass-Backed Through Certificates, Series 2004-7 NC2 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Deutsche Bank National Trust Company, as indenture trustee, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Securitized Asset Backed Receivables LLC, as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Servicer"), NC Capital Corpxxxxxxn, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes purposes, or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2004-Nc2)

Certificate No. R-1 6-A-1-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.500% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $35,000,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K KQ 1 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 6 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 Cut-off Date : August May 1, 2004 2001 First Distribution Date : September June 25, 2004 Distribution Date Percentage Interest 2001 Initial Certificate Balance of this Certificate ("Denomination") : 100% Initial Certificate Balances of all Certificates of this Class : Percentage Interest : CUSIP : 36242D EE 9 ISIN Pass-Through Rate : US36242DEE94 GS None Maturity Date : CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 AssetCredit Suisse First Boston Mortgage Securities Corp., Mortgage-Backed Pass-Through Certificates, Series 20042001-7 11 Class R A-P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced ClassClass with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. Distributions in respect of this Certificate is distributable monthly Credit Suisse First Boston Mortgage Securities Corp., as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Sellers, the Servicers, the Trustee or the Trustee Trust Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as depositor a seller (the in such capacity, a "DepositorSeller") and a servicer (in such capacity, a "Servicer"), Deutsche Bank One, National Trust CompanyAssociation, as trustee (the "Trustee"), The Chase Manhattan Bank, as trust administrator (the "Trust Administrator") and custodian, Wells Fargo Bank, N.A.Calmco Servicing L.P., as Master Servicer a special servicer (in such capacity, the a "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. To Special Servicer").To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Trust Administrator.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Credit Suisse Fir Bo Sec Cor CSFB Mort Ps Th CRT Ser 2001-11)

Certificate No. R-1 1 Cut-off Date : August April 1, 2004 First Distribution Date : September May 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 36228F S5 6 ISIN : US36242DEE94 US36228FS568 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetHE1 Mortgage Pass-Backed Through Certificates, Series 2004-7 HE1 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above April 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Ocwen Federal Bank FSB, as servicer, Chase Manhattan Mortgage Corporation, as servicer (collectively, the "Servicers") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New Yorkpurpose. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Gsamp Trust 2004-He1)

Certificate No. R-1 A-3-1 Cut-off Date Date: August December 1, 2004 2001 First Distribution Date: September January 25, 2004 Distribution Date Percentage Interest 2002 Pass-Through Rate: 6.50% Initial Certificate Principal Balance of this Certificate $107,665,000 ("Denomination") ): Initial Certificate Principal Balance of all Certificates of $107,665,000 this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 269243 AC 5 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. E*TRADE BANK MORTGAGE-BACKED SECURITIES CORP. GSAA Home Equity Trust 2004TRUST 2001-7 Asset2 Mortgage Pass-Backed Through Certificates, Series 20042001-7 2 Class R A-3 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the Denomination of any this Certificate by the aggregate initial Class Principal Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, Wells Fargo Bank Xxxxxsota, N.A., as depositor master servicer (the "DepositorServicer"), Deutsche Bank National Trust Companyand JPMorgan Chase Bank, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mort Asset Sec Trans Inc E Trade Bank Mort Bak Sec Tr 2001 2)

Certificate No. A-R-1 Cut-off Date Date: August December 1, 2004 2001 First Distribution Date: September January 25, 2004 Distribution Date Percentage Interest 2002 Pass-Through Rate: 6.50% Initial Certificate Principal Balance of this Certificate $100 ("Denomination") ): Initial Certificate Principal Balances of all Certificates of $100 this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 269243 AE 1 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. E*TRADE BANK MORTGAGE-BACKED SECURITIES CORP. GSAA Home Equity Trust 2004TRUST 2001-7 Asset2 Mortgage Pass-Backed Through Certificates, Series 20042001-7 Class R 2 evidencing a percentage interest in the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Class. Distributions family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above (obtained by dividing the Denomination of any this Certificate by the aggregate initial Class Principal Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, Wells Fargo Bank Xxxxxsota, N.A., as depositor master servicer (the "DepositorServicer"), Deutsche Bank National Trust Companyand JPMorgan Chase Bank., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the offices designated by Corporate Trust Office of the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Class A-R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust FundServicer. In Notwithstanding anything else to the event that such representation is violated, contrary herein any purported transfer of a Class A-R Certificate to or any attempt is made to transfer to a plan or arrangement subject to Section 406 on behalf of ERISA or a an employee benefit plan subject to Section 4975 of ERISA, the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition Law shall be void and of no effect. Each Holder of this Class A-R Certificate shall will be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisionsrestrictions of the Agreement, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject including but not limited to the following provisions: restrictions that (i) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition transferred without delivery to the certificates required to be delivered to the Securities Administrator under Section 5.02(bTrustee of (a) a transfer affidavit of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form attached as Exhibit G to described in the Agreement, (iii) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must agree (A) to obtain require a Transfer Affidavit from any other Person transfer affidavit and to whom such Person attempts deliver a transfer certificate to Transfer its Ownership Interest this Class R Certificatethe Trustee as required pursuant to the Agreement, (Biv) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee each person holding or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of acquiring an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class A-R Certificate or must agree not to cause the Transfer of the transfer an Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that such Person the proposed transferee is not a Permitted Transferee and (ivv) any attempted or purported Transfer transfer of the any Ownership Interest in this Class A-R Certificate in violation of the provisions herein shall such restrictions will be absolutely null and void and shall will vest no rights in the purported Transfereetransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mort Asset Sec Trans Inc E Trade Bank Mort Bak Sec Tr 2001 2)

Certificate No. R-1 2-A-1-[_] Cut-off Date Date: August December 1, 2004 2001 First Distribution Date: September January 25, 2004 Distribution Date Percentage Interest 2002 Pass-Through Rate: 5.50% Initial Certificate Principal Balance of this Certificate $[________] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $63,614,000 of this Class: 100% CUSIP CUSIP: 36242D EE 55265K BR 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2001-7 Asset3 Mortgage Pass-Backed Through Certificates, Series 20042001-7 Class R 3 CLASS 2-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of four pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Xxxxx Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), and Citibank, N.A., as trustee (the "Trustee") and custodian). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in Loan Group 2 pursuant to the terms of the Agreement, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. To to the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2001-3)

Certificate No. R-1 Cut-off Date : August May 1, 2004 2007 First Distribution Date : September June 25, 2004 Distribution Date Percentage Interest 2007 Initial Certificate Balance of this Certificate ("Denomination") : 100% Initial Certificate Balances of all Certificates of this Class : _______________ ______________ CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 20042007-7 6 Asset-Backed Certificates, Series 20042007-7 6 [Class R 1A1][Class 1A2][Class 2A1][Class 3A1A][Class 3A1B][Class A4][Class A5] [Class M1][Class M2][Class M3][Class M4][Class M5][Class M6] [Class B1][Class B2] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement Agreement, dated as of the Cut-Off off Date specified above (the "Agreement") between ), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and as a custodian, Wells Fargo Bank, N.A.National Association, as Master Servicer (in such capacitysucx xxxacity, the "Mastxx XxrvicerMaster Servicer") and securities administrator ), Securities Administrator (in such capacity, the "Securities Administrator") and JPMorgan Chase Bankas a custodian, The Bank of New York Trust Company, National Association, as a custodian and U.S. Bank National Association, as a custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.. * * *

Appears in 1 contract

Samples: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-6)

Certificate No. R-1 Cut-off Date : August December 1, 2004 2005 First : September 25, 2004 Distribution Date : January 27, 2006 Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 362341 M8 9 ISIN : US36242DEE94 S362341M978 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 20042005-7 AssetWMC3 Mortgage Pass-Backed Through Certificates, Series 20042005-7 WMC3 Class R R-2 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R R-2 Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Purchaser, WMC or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement Agreement, dated as of the Cut-Off off Date specified above (the "Agreement") between ), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank Litton Loan Servicing LP, as servicer (the "Servicer"), and Deutscxx Xxxk National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R R-2 Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R R-2 Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R R-2 Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R R-2 Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R R-2 Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R R-2 Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R R-2 Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R R-2 Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R R-2 Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R R-2 Certificate, (C) not to cause income with respect to the Class R R-2 Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R R-2 Certificate or to cause the Transfer of the Ownership Interest in this Class R R-2 Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R R-2 Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GSAMP Trust 2005-Wmc3)

Certificate No. R-1 4-A-6-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.000% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $11,533,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K KJ 7 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 4 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

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Certificate No. R-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of : 100% this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Capxxxx X Xxx. Xxust 2004-7 AssetHE6 Mortgage Pxxx-Backed CertificatesXxrxxxx Xxrtificates, Series 2004-7 HE6 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest specified Percentxxx Xxtxxxxx xpecified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chase Xxxxxtxxx Xxxtgage Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicers or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Non-Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)

Certificate No. R-1 Cut-off Date : August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest : Initial Certificate Balance of this Certificate ("Denomination") : 100% $ Initial Certificate Balances of all Certificates of this Class : $ Pass-Through Rate : CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMELLON RESIDENTIAL FUNDING CORPORATION. GSAA Home Equity Trust 2004Mortgage Pass-7 Asset-Backed Through Certificates, Series 2004-7 199 - Class R [ ] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Seller, the Master Servicer, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, _____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated , as of the Cut-Off Date specified above seller (in such capacity, the "AgreementSeller") between GS Mortgage Securities Corp.and as master servicer (in such capacity, as depositor (the "DepositorMaster Servicer"), Deutsche and Norwest Bank Minnesota, National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the proceeds Trustee. * * * IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: ____________, 19__ NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By _____________________________ Countersigned: By _______________________________ Authorized Signatory of any remaining assets NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee EXHIBIT B [FORM OF SUBORDINATED CERTIFICATE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES UNDER THE CODE TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS _________________, 199_. THE INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS ___%. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT OF ___% PER ANNUM (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH $____ OF OID PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE; THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE FOR PURPOSES OF COMPUTING THE ACCRUAL OF OID IS APPROXIMATELY __% (COMPOUNDED MONTHLY); THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS $____ PER $1,000 OF THE ORIGINAL PRINCIPAL AMOUNT OF THIS CERTIFICATE COMPUTED USING THE MONTHLY YIELD AND DAILY COMPOUNDING DURING THE SHORT ACCRUAL PERIOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE. THE ACTUAL YIELD TO MATURITY MAY DIFFER FROM THAT SET FORTH ABOVE, AND THE ACCRUAL OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION 1272(a)(6) OF THE CODE, TO TAKE INTO ACCOUNT EVENTS WHICH HAVE OCCURRED DURING ANY ACCRUAL PERIOD. THE PREPAYMENT ASSUMPTION IS INTENDED TO BE THE PREPAYMENT ASSUMPTION REFERRED TO IN SECTION 1272(a)(6)(B)(iii) OF THE CODE.] [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.] B-1 105 NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE EITHER (i) REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE CODE, OR (B) IS AN "INSURANCE COMPANY GENERAL ACCOUNT" AS SUCH TERM IS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (ii) DELIVERS TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. [ANY SUCH REPRESENTATION UNDER (A)(i) OR (ii) SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST IN A CERTIFICATE OF THIS CLASS.] NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : Cut-off Date : First Distribution Date : Initial Certificate Balance of the Trust Fund will be made only upon presentment and surrender this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class R : $ Pass-Through Rate : [CUSIP :] MELLON RESIDENTIAL FUNDING CORPORATION. Mortgage Pass-Through Certificates, Series 199 - Class [ ] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the offices designated Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Trustee for such purposes B-2 106 Depositor, the Seller, the Master Servicer or the office Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency maintained or instrumentality. This certifies that _________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the Securities Administrator aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in New Yorkcertain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, New York____________________, as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. [No transfer of a Certificate of this Class R shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trustee in writing the facts surrounding the transfer. In the event that such a transfer is to be made within three years from the date of the initial issuance of Certificates pursuant hereto, there shall also be delivered (except in the case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act and such state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Seller, the Master Servicer or the Depositor. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.] No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter [letter] from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan ERISA or arrangement subject to Section 4975 of the Code or a plan subject to Similar LawCode, or nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferarrangement, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust Fund. In Master Servicer, (ii) if the event purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such representation Certificates with funds contained in an "insurance company general account" (as such term is violateddefined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")), or (iii) in the case of any attempt is made to transfer to a plan or arrangement subject to Section 406 such Certificate presented for registration in the name of ERISA or a an employee benefit plan subject to ERISA or Section 4975 of the Code (or a plan subject to Similar Lawcomparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Certificate will not result in a prohibited transaction and will not subject the Trustee to any obligation in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. [Such representation shall be deemed to have been made to the Trustee by the Transferee's acceptance of a Certificate of this Class and by a beneficial owner's acceptance of its interest in a Certificate of this Class.] Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate of this Class to or on behalf of an employee benefit plan subject to ERISA or arrangement or using to the assets Code without the opinion of any such plan or arrangement, such attempted transfer or acquisition counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mellon Residential Funding Cor Mor Pas THR Tr Ser 1999-Tbc3)

Certificate No. R-1 P-1 Cut-off Date : August April 1, 2004 First Distribution Date : September May 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-7 AssetNC3 Mortgagx Xxxx-Backed Xxxxxxx Certificates, Series 2004-7 NC3 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Responsible Party, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Deutsche Bank National Trust Company, as indenture trustee, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Counxxxxxxe Xxxx Xoans Servicing LP, as servicer (the "Servicer"), NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes purposes, or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc Trust 2004-Nc3)

Certificate No. R-1 Cut-off Date : August December 1, 2004 2006 First Distribution Date : September January 25, 2004 Distribution Date 2007 Percentage Interest of this Certificate ("Denomination") : 100[_____]% CUSIP : 36242D EE 9 36245T AW 5 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPUS36245TAW53 XX XXXXXXXX XXXXXXXXXX XXXX. GSAA Home Equity GSAMP Trust 20042006-7 AssetFM3 Mortgage Pass-Backed Through Certificates, Series 20042006-7 FM3 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Servicer, the Securities Administrator Administrator, the Sponsor, the Responsible Party or the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement Agreement, dated as of the Cut-Off off Date specified above (the "Agreement") between ), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Fremont Investment & Loan, as responsible party (in such capacity, the "Responsible Party") and as servicer (in such capacity, the "Servicer"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer master servicer (in such capacity, the "Mastxx XxrvicerMaster Servicer") and securities xxxxxities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee Securities Administrator for such purposes or the office or agency maintained by the Securities Administrator in New York, New Yorkpurpose. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Securities Administrator shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Securities Administrator that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the TrusteeSecurities Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeAdministrator. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.. ***

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-Fm3)

Certificate No. R-1 Cut-off Date : August December 1, 2004 2005 First : September 25, 2004 Distribution Date : January 27, 2006 Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 362341 M7 1 ISIN : US36242DEE94 US362341M713 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 20042005-7 AssetWMC3 Mortgage Pass-Backed Through Certificates, Series 20042005-7 WMC3 Class R R-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R R-1 Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Purchaser, WMC or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due to the Class R R-1 Certificates pursuant to a Master Pooling and Servicing and Trust Agreement Agreement, dated as of the Cut-Off off Date specified above (the "Agreement") between ), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank Litton Loan Servicing LP, as servicer (the "Servicer"), Wells Fargx Xxxx, N.A., as custodian (the "Custodian"), and Deutscxx Xxnk National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R R-1 Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R R-1 Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R R-1 Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R R-1 Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R R-1 Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R R-1 Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R R-1 Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R R-1 Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R R-1 Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R R-1 Certificate, (C) not to cause income with respect to the Class R R-1 Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R R-1 Certificate or to cause the Transfer of the Ownership Interest in this Class R R-1 Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R R-1 Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GSAMP Trust 2005-Wmc3)

Certificate No. R-1 P-1 Cut-off Date : August October 1, 2004 First Distribution Date : September 25November 26, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Caxxxxx I Xxx. Xrust 2004-7 AssetHE8 Mortgage Xxxx-Backed Txxxxxx Certificates, Series 2004-7 HE8 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley Mortgage Capital Inc., is the registered owner of the Percentage Interest specified above Perxxxxxxe Xxxxxxst evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chase, Xxxxtxxxxxx Home Loans Servicing LP, as servicer, Manhattan Mortgage Corporation, as servicer, New Century Mortgage Corporation, as servicer, Aames Capital Corporation, as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes purposes, or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He8)

Certificate No. R-1 Cut-off Date : August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest Initial Certificate Balance of this Certificate ("Denomination") : 100% $ Initial Certificate Balances of all Certificates of this Class : $ Pass-Through Rate : CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPC-1 000 XXXXXX XXXIDENTIAL FUNDING CORPORATION. GSAA Home Equity Trust 2004Mortgage Pass-7 Asset-Backed Through Certificates, Series 2004-7 Class R 200 - evidencing a percentage interest in the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Class. Distributions family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Seller, the Master Servicer, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, _____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated _ as of the Cut-Off Date specified above seller (in such capacity, the "AgreementSeller") between GS Mortgage Securities Corp.and as master servicer (in such capacity, as depositor (the "DepositorMaster Servicer"), Deutsche and Wellx Xxxgo Bank Minnesota, National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkCorporate Trust Office. No transfer of a Class A-R Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan ERISA or arrangement subject to Section 4975 of the Code or a plan subject to Similar LawCode, or nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust Fund. In Master Servicer, (ii) if the event purchaser is an insurance company, a representation letter that the purchaser is an insurance company which is purchasing such representation Certificates with funds contained in an "insurance company general account" (as such term is violated, defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) or (iii) in the case of any attempt is made to transfer to a plan or arrangement subject to Section 406 such Class A-R Certificate presented for registration in the name of ERISA or a an employee benefit plan subject to ERISA, or Section 4975 of the Code (or a plan subject to Similar Lawcomparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in a prohibited transaction and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or arrangement or using to the assets Code without the opinion of any such plan or arrangement, such attempted transfer or acquisition counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate shall will be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisionsrestrictions of the Agreement, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject including but not limited to the following provisions: restrictions that (i) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition transferred without delivery to the certificates required to be delivered to the Securities Administrator under Section 5.02(bTrustee of (a) a transfer affidavit of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form attached as Exhibit G to described in the Agreement, (iii) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must agree (A) to obtain require a Transfer Affidavit from any other Person transfer affidavit and to whom such Person attempts deliver a transfer certificate to Transfer its Ownership Interest this Class R Certificatethe Trustee as required pursuant to the Agreement, (Biv) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee each person holding or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of acquiring an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class A-R Certificate or must agree not to cause the Transfer of the transfer an Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that such Person the proposed transferee is not a Permitted Transferee and (ivv) any attempted or purported Transfer transfer of the any Ownership Interest in this Class A-R Certificate in violation of the provisions herein shall such restrictions will be absolutely null and void and shall will vest no rights in the purported Transfereetransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee. * * * C-3 129 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: ____________, 20__ WELLX XXXGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By _______________________________________ Countersigned: By _______________________________ Authorized Signatory of WELLX XXXGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee EXHIBIT D [FORM OF NOTIONAL AMOUNT CERTIFICATE] [SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").] THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL. [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES UNDER THE CODE TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS __________, 200_. THE INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE IS ________%. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT OF __________% PER ANNUM (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH $_______ OF OID ON THE INITIAL POOL STATED PRINCIPAL BALANCE; THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE FOR PURPOSES OF COMPUTING THE ACCRUAL OF OID IS APPROXIMATELY _____% (COMPOUNDED MONTHLY); THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS $________ ON THE INITIAL POOL STATED PRINCIPAL BALANCE; AND THE METHOD USED TO CALCULATE THE ANNUAL YIELD TO MATURITY AND THE AMOUNT OF OID ALLOCABLE TO THE SHORT FIRST ACCRUAL PERIOD IS THE EXACT METHOD AS DEFINED IN PROPOSED TREASURY REGULATIONS. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE. THE ACTUAL YIELD TO MATURITY MAY DIFFER FROM THAT SET FORTH ABOVE, AND THE ACCRUAL OF OID WILL BE ADJUSTED, IN ACCORDANCE WITH SECTION 1272(a)(6) OF THE CODE, TO TAKE INTO ACCOUNT EVENTS WHICH HAVE OCCURRED DURING ANY ACCRUAL PERIOD. THE PREPAYMENT ASSUMPTION IS INTENDED TO BE THE PREPAYMENT ASSUMPTION REFERRED TO IN SECTION 1272(a)(6)(B)(iii) OF THE CODE.] Certificate No. : Cut-off Date : First Distribution Date : Initial Notional Amount of this Certificate ("Denomination") : Initial Notional Amount of all Certificates of this Class : Pass-Through Rate : CUSIP : D-1 000 XXXXXX XXXIDENTIAL FUNDING CORPORATION Mortgage Pass-Through Certificates, Series 200 - Class [ ] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of conventional loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties MELLON RESIDENTIAL FUNDING CORPORATION, as Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that ___________________ is the registered owner of the Percentage Interest evidenced by this Certificate specified above in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mellon Residential Funding Corporation (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of Cut-off Date specified above (the "Agreement") among the Depositor, _______________ as seller (in such capacity, the "Seller") and as master servicer (in such capacity, the "Master Servicer"), and Wellx Xxxgo Bank Minnesota, National Association, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mellon Residential Funding Corp Mort Pas THR Ser 2000 TBC 3)

Certificate No. R-1 1 Cut-off Date : August February 1, 2004 First Distribution Date : September March 25, 2004 Distribution Date Percentage Interest of : this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 [______________] ISIN : US36242DEE94 [______________] GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 AssetNC1 Mortgage Pass-Backed Through Certificates, Series 2004-7 NC1 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator New Century, Chase or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above February 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Chase Manhattan Mortgage Corporation, as servicer ("Chase"), NC Capital Corporation, as a servicer and responsible party ("New Century"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Gsaa Trust 2004-Nc1)

Certificate No. R-1 Cut-off Date : August 1This Certificate evidences a beneficial ownership interest in a Trust consisting primarily of a pool of Mortgage Loans (collectively, 2004 First : September 25, 2004 Distribution Date Percentage Interest of this Certificate (the "DenominationMortgage Loans") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS formed and sold by SAXON ASSET SECURITIES COMPANY THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SAXON ASSET SECURITIES COMPANY, THE MASTER SERVICER, ANY SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 Asset-Backed Certificates, Series 2004-7 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth hereinLOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Registered Holder named above is the registered owner of the Percentage Interest specified calculated as set forth below in the above mentioned Class of any monthly distributions due to Certificates issued by the Class R Certificates Trust (the "Trust") created pursuant to a Master Servicing and Trust Agreement trust agreement dated as of the Cut-Off Date specified above November 1, 1996 (the "Trust Agreement") between GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche among Saxon Asset Securities Company (herein called "Saxon," which term includes any successor entity under the "Trust Agreement"), Texas Commerce Bank National Trust CompanyAssociation, as trustee (the "Trustee") Master Servicer, Paying Agent, Custodian and custodianCertificate Registrar, Wells Fargo Bankand Citibank, N.A., as Master Servicer (in such capacityTrustee, a summary of certain of the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodianpertinent provisions of which is set forth herein. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Trust Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, Trust Agreement to which Trust Agreement the Holder of this Certificate Certificate, by virtue of the acceptance hereof hereof, assents and by which such Holder is bound. Any distribution This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Loan Asset Backed Certificates, Series 1996-2 (herein called the "Certificates") and represents a Percentage Interest in the above mentioned Class of Certificates equal to the quotient, expressed as a percentage, obtained by dividing the Denomination of this Certificate specified above by the Initial Principal Balance specified above of the proceeds above mentioned Class of any remaining assets Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. To the extent and subject to the limitations set forth in the Trust Fund Agreement, the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date") is entitled to receive the Distribution Amount with respect to the above mentioned Class of Certificates on the 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day (each a "Distribution Date"), commencing on December 26, 1996. All amounts distributable with respect to this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Asset Proceeds Account and related accounts shall be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. So long as this Certificate is registered in the name of a Clearing Agency or its nominee, the Paying Agent will make distributions on this Certificate by wire transfer of immediately available funds to the Clearing Agency or its nominee. Otherwise, all distributions under the Trust Agreement will be made by the Paying Agent either (i) be check mailed to the address of the Holder as it appears on the Certificate Register on the related Record Date or (ii) upon request to the Paying Agent in writing by the Record Date immediately prior to the Distribution Date of any Holder of Certificates of this Class having an aggregate initial principal amount equal to or in excess of $1,000,000, by wire transfer of immediately available funds to the account of such Holder. A fee may be charged by the Paying Agent to a Certificateholder for any payment made by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of a pendency of such distribution and only upon presentment presentation and surrender of this Class R Certificate at its principal Corporate Trust Office or such other offices or agencies appointed by the Paying Agent for that purpose and such other locations provided in the Trust Agreement. The Certificate Insurer is required, subject to the terms of the Certificate Insurance Policy, to make Insured Payments available to the Trustee (directly or through a Paying Agent) on or prior to the related Distribution Date for distribution to the Holders. Upon receipt of amounts under the Certificate Insurance Policy on behalf of the Holders of the above mentioned Class of Certificates, the Trustee shall distribute in accordance with the Trust Agreement such amounts (directly or through a Paying Agent) to the Holders of the above mentioned Class of Certificates. The Trustee will duly and punctually make distributions with respect to this Certificate in accordance with the terms hereof and the Trust Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Holder shall be considered as having been distributed to such Holder for all purposes of the Trust Agreement. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Saxon and the Trustee and the rights of the Holders of the Certificates under the Trust Agreement at any time by Saxon, the Master Servicer and the Trustee with consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Unless there is a Certificate Insurer Default, the Certificate Insurer is entitled to exercise all Voting Rights of the Class A Certificateholders. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Clearing Agency or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Certificate Registrar or such other offices designated or agencies appointed by the Trustee for that purpose and such purposes other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the office form below or agency maintained by the Securities Administrator in New York, New York. No other written instrument of transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the TrusteeCertificate Registrar and duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate principal balance will be issued to the effect that such designated transferee is not an employee benefit plan or arrangement subject transferees. Subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 the terms of the Code or a plan subject to Similar LawTrust Agreement, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder Certificates of this Class R Certificate shall will be deemed registered as one or more certificates held by a Clearing Agency or its nominee and beneficial interests will be held by Beneficial Owners through the acceptance book-entry facilities of such Clearing Agency or acquisition an Ownership Interest its nominee in this Class R Certificate to have agreed to be bound by minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the following provisions, Trust Agreement and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the following provisions: (i) each Person holding same Class in the same denomination. No service charge will be made for any such registration of transfer or acquiring exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change tax or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate other governmental charge that may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent imposed in connection with any Transfer transfer or exchange of Certificates. Saxon, the Master Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of Saxon, the Master Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Class R CertificateCertificate is registered as the owner hereof for all purposes, and none of Saxon, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The Trust Agreement provides that the obligations created thereby will terminate upon the earlier of (Cit the payment to the Holders of all Certificates from amounts other than those available under the related Certificate Insurance Policy of all amounts held by the Trustee and required to be paid to such Holders pursuant to the Trust Agreement upon the later to occur of (a) not to cause income with the final payment or other liquidation (or any advance made wi~ respect to thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a qualified liquidation of the Trust Estate is effected as described in the Agreement. The Trust Agreement also provides that (i) the Holders of a majority of the Class R Certificate to be attributable to a foreign permanent establishment or fixed baseCertificates may, within at their option, purchase from the meaning Trust all remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of an applicable income tax treatythe Certificates, of such Person or on any other U.S. Person Distribution Date after the Initial Optional Redemption Date and (Dii) not under certain circumstances relating to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer qualification of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not REMIC as a Permitted Transferee and (iv) any attempted or purported Transfer REMIC under the Code the Mortgage Loans may be sold, thereby effecting the early retirement of the Ownership Interest in Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose unless manually authenticated by an authorized signatory purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Trustee has executed this Certificate on behalf of the Securities AdministratorTrust not in its individual capacity but solely as Trustee under the Trust Agreement, and the Trustee shall be liable hereunder only in respect of the assets of the Trust. Capitalized terms used and not defined herein have the meaning given them in the Trust Agreement.

Appears in 1 contract

Samples: Trust Agreement (Saxon Asset Securities Co)

Certificate No. A-R-1 Cut-off Date Date: July 1, 2003 First Distribution Date: August 1, 2004 First : September 25, 2004 2003 Last Scheduled Distribution Date Percentage Interest Date: July 25, 2033 Pass-Through Rate: 5.50% Initial Certificate Principal Balance of this Certificate $[__] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $100 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN 576434 FQ 2 ISIN: US36242DEE94 GS US576434FQ26 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ALTERNATIVE LOAN TRUST 2003-7 Asset5 Mortgage Pass-Backed Through Certificates, Series 20042003-7 Class R 5 evidencing a percentage interest in the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of eight pools of conventional loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Class. Distributions family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] UBS Securities LLC is the registered owner of the Percentage Interest specified above of any in certain monthly distributions due with respect to a Trust Fund consisting of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank Minnesota, N.A., ax xxxter servicer and a custodian (the "Servicer"), U.S. Bank National Trust CompanyAssociation, as a custodian ("U.S. Bank"), and JPMorgan Chase Bank, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the offices designated by Corporate Trust Office of the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Class A-R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust FundServicer. In Notwithstanding anything else to the event that such representation is violated, contrary herein any purported transfer of a Class A-R Certificate to or any attempt is made to transfer to a plan or arrangement subject to Section 406 on behalf of ERISA or a an employee benefit plan subject to Section 4975 of ERISA, the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition Law shall be void and of no effect. Each Holder of this Class A-R Certificate shall will be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisionsrestrictions of the Agreement, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject including but not limited to the following provisions: restrictions that (i) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition transferred without delivery to the certificates required to be delivered to the Securities Administrator under Section 5.02(bTrustee of (a) a transfer affidavit of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form attached as Exhibit G to described in the Agreement, (iii) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must agree (A) to obtain require a Transfer Affidavit from any other Person transfer affidavit and to whom such Person attempts deliver a transfer certificate to Transfer its Ownership Interest this Class R Certificatethe Trustee as required pursuant to the Agreement, (Biv) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee each person holding or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of acquiring an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class A-R Certificate or must agree not to cause the Transfer of the transfer an Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that such Person the proposed transferee is not a Permitted Transferee and (ivv) any attempted or purported Transfer transfer of the any Ownership Interest in this Class A-R Certificate in violation of the provisions herein shall such restrictions will be absolutely null and void and shall will vest no rights in the purported Transfereetransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Alt Loan Tr 2003-5)

Certificate No. R-1 Cut-off Date : August May 1, 2004 2002 First Distribution Date : September June 25, 2004 Distribution Date Percentage Interest 2002 Initial Notional Amount of this Certificate ("Denomination") Denomination : 100% Initial Class Notional Amount of all Certificates of this Class : Percentage Interest : CUSIP : 36242D EE 9 ISIN Pass-Through Rate : US36242DEE94 GS Maturity Date : CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 AssetCredit Suisse First Boston Mortgage Securities Corp., CSFB Mortgage-Backed Pass-Through Certificates, Series 20042002-7 18 Class R I-X evidencing a percentage interest 100% Percentage Interest in the distributions allocable to the Class I-X Certificates with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Classfamily residential properties. Distributions in respect of this Certificate is distributable monthly Credit Suisse First Boston Mortgage Securities Corp., as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. Depositor This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Sellers, the Master Servicer, the Securities Administrator Servicers, the Special Servicer, the Trustee or the Trustee Trust Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] ___________________], is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS among the Depositor, DLJ Mortgage Capital, Inc., as seller (in such capacity, the "Seller"), Chase Manhattan Mortgage Corporation, as master servicer (in such capacity, the "Master Servicer"), GreenPoint Mortgage Funding, Inc., as a seller (in such capacity, a "Seller"), and as a servicer (in such capacity, a "Servicer"), Washington Mutual Mortgage Securities Corp., as depositor a seller (the in such capacity, a "DepositorSeller"), Deutsche and as a servicer (in such capacity, a "Servicer"), Olympus Servicing, L.P., as a servicer (in such capacity, a "Servicer") and the special servicer (in such capacity, the "Special Servicer"), Bank One, National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodiantrust administrator (the "Trust Administrator"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of this Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a Class R transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the transfer and (i) deliver a letter in substantially the form of either Exhibit M or Exhibit N-1 or Exhibit N-2 to the Agreement or (ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act. In the event that such a transfer is to be made within three years from the date of the initial issuance of Certificates pursuant hereto, there shall also be delivered (except in the case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee and the Trust Administrator an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Pursuant to Section 6.02(f) of the Agreement, no transfer of this Certificate shall be made unless the Securities Trustee and the Trust Administrator shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the TrusteeTrust Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan ERISA or arrangement subject to Section 4975 of the Code or a plan subject to Similar LawCode, or a person acting on behalf of any such plan or arrangement nor or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Trustee, the Trust Administrator or the Trust Fund, (ii) if the purchaser is 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 Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of 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 (iii) in the case of any such Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the Servicers or the Special Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Trust Administrator or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representation shall be deemed to have been made to the trustee by the transferee's acceptance of this certificate, or by any beneficial owner who purchases an interest in this certificate in book-entry form. In the event that such a representation is violated, or any attempt is made to transfer this certificate to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such a plan or arrangement or using a plan's assets is attempted without the assets delivery to the trustee of any such plan or arrangementthe opinion of counsel described above, such the attempted transfer or acquisition of this certificate shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Trust Administrator.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CSFB Mortgage Backed Pass Through Certs Ser 2002 18)

Certificate No. R-1 M-[__]-__ Date of Pooling and Servicing Agreement: January 1, 2006 Adjustable Pass-Through Rate Cut-off Date Date: August January 1, 2004 2006 First Distribution Date: September 25January 20, 2004 Distribution Date Percentage Interest 2006 Aggregate Initial Certificate Principal Balance of the Class M-[_] Certificates: $--------------------------- Master Servicer: Initial Certificate Principal Balance of this Certificate ("Denomination") Residential Funding Corporation Class M-[_] Certificate: 100% CUSIP $--------------------------- Final Scheduled Distribution Date: 36242D EE 9 ISIN : US36242DEE94 GS __________ __, 20__ HOME EQUITY MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004ASSET-7 AssetBACKED PASS-Backed Certificates, Series 2004THROUGH CERTIFICATES SERIES 2006-7 Class R EMX1 evidencing a percentage interest in the distributions allocable to the Class M-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of fixed and adjustable interest rate, first and junior lien mortgage loans on one- to four-family residential properties sold by RESIDENTIAL ASSET SECURITIES CORPORATION This Certificate is payable solely from the assets of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance Trust Fund, and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence represent an obligation ofof or interest in Residential Asset Securities Corporation, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans underlying mortgage loans are guaranteed or insured by any governmental agency or instrumentalityinstrumentality or by Residential Asset Securities Corporation, the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above of any monthly evidenced by this Certificate in certain distributions due with respect to the Class R Certificates Trust Fund consisting primarily of an interest in a pool of fixed and adjustable interest rate, first and junior lien mortgage loans on one- to four- family residential properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation (hereinafter called the "Depositor," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, as depositor (the "Depositor"), Deutsche Master Servicer and U.S. Bank National Trust CompanyAssociation, as trustee (the "Trustee") and custodian), Wells Fargo Bank, N.A., as Master Servicer (in such capacity, a summary of certain of the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodianpertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding that Distribution Date (the "Record Date"), from the related Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[_] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of, this Certificate at the office or agency appointed by the Trustee for that purpose in St. Paul, Minnesota. The Initial Cexxxxicate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto. Any distribution Transferee of this Certificate will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e)(ii) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest therein) was effected in violation of the restrictions in Section 5.02(e)(ii) of the Agreement shall indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, any underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in St. Paul, Minnesota, duly endorsed xx, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and there upon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee, and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans or the Certificates, in either case thereby effecting early retirement of the Certificates. The Agreement permits, but does not require the Master Servicer (i) to purchase, at a price determined as provided in the Agreement, all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) to purchase in whole, but not in part, all of the Certificates from the Holders thereof, provided, that any such option may only be exercised if the Stated Principal Balance before giving effect to the distributions to be made on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which the proceeds of any remaining assets such purchase are distributed is less than ten percent of the Trust Fund will be made only upon presentment and surrender Cut-off Date Balance. Unless the certificate of this Class R Certificate at the offices designated authentication hereon has been executed by the Trustee for such purposes or the office or agency maintained Certificate Registrar, by the Securities Administrator in New Yorkmanual signature, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administratorpurpose.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2006-Emx1 Trust)

Certificate No. R-1 : 1 Cut-off Date : August April 1, 2004 First Distribution Date : September May 25, 2004 Distribution Date Percentage Interest of : this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 36228F S6 4 ISIN : US36242DEE94 US36228FS642 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetHE1 Mortgage Pass-Backed Through Certificates, Series 2004-7 HE1 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above April 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Ocwen Federal Bank FSB, as servicer, Chase Manhattan Mortgage Corporation, as servicer (collectively, the "Servicers") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New Yorkpurposes. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Gsamp Trust 2004-He1)

Certificate No. R-1 Cut-off Date : August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest Initial Certificate Balance of this Certificate ("Denomination") : 100% $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPCWABS, INC. GSAA Home Equity Trust 2004Mortgage Pass-7 Asset-Backed Through Certificates, Series 2004-7 Class R 199_-__ evidencing a percentage interest in the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional loans (the above"Mortgage Loans") secured by first liens on one- to four-referenced Class. Distributions family residential properties CWABS, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Seller, the Master Servicer, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above (obtained by dividing the Denomination of any this Certificate by the aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting of the Class R Certificates Mortgage Loans deposited by CWABS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, Countrywide Home Loans, Inc., as depositor seller (in such capacity, the "DepositorSeller") and as master servicer (in such capacity, the "Master Servicer"), Deutsche and The Bank National Trust Companyof New York, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the offices designated by the Trustee for such purposes Corporate Trust Office or the office or agency maintained by the Securities Administrator Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan ERISA or arrangement subject to Section 4975 of the Code or a plan subject to Similar LawCode, or nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator Trustee or the Trust Fund. In the event that such representation is violatedMaster Servicer, or (ii) in the case of any attempt is made to transfer to a plan or arrangement subject to Section 406 such Class A-R Certificate presented for registration in the name of ERISA or a an employee benefit plan subject to ERISA, or Section 4975 of the Code (or a plan subject to Similar Lawcomparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan plan, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or arrangement or using holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any such obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or arrangement, such attempted transfer or acquisition to the Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate shall will be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisionsrestrictions of the Agreement, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject including but not limited to the following provisions: restrictions that (i) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition transferred without delivery to the certificates required to be delivered to the Securities Administrator under Section 5.02(bTrustee of (a) a transfer affidavit of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form attached as Exhibit G to described in the Agreement, (iii) each Person person holding or acquiring any Ownership Interest in this Class A-R Certificate shall must agree (A) to obtain require a Transfer Affidavit from any other Person transfer affidavit and to whom such Person attempts deliver a transfer certificate to Transfer its Ownership Interest this Class R Certificatethe Trustee as required pursuant to the Agreement, (Biv) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee each person holding or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of acquiring an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class A-R Certificate or must agree not to cause the Transfer of the transfer an Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that such Person the proposed transferee is not a Permitted Transferee and (ivv) any attempted or purported Transfer transfer of the any Ownership Interest in this Class A-R Certificate in violation of the provisions herein shall such restrictions will be absolutely null and void and shall will vest no rights in the purported Transfereetransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Cwabs Inc)

Certificate No. R-1 P-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Caxxxxx I Xxx. Xrust 2004-7 AssetHE6 Mortgage Xxxx-Backed Txxxxxx Certificates, Series 2004-7 HE6 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley Mortgage Capital Inc. is the registered owner of the Percentage Interest specified above Percxxxxxx Xxxxxxxt evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chase, Xxxxtxxxxxx Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, Manhattan Mortgage Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes purposes, or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)

Certificate No. R-1 7-A-12-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.250% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $1,052,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K LC 1 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 7 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 Cut-off Date : August 1, 2004 First : September 25, 2004 Distribution Date Percentage Interest : Initial Certificate Balance of this Certificate ("Denomination") : 100% $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004IndyMac ABS, Inc. Mortgage Pass-7 Asset-Backed Through Certificates, Series 2004-7 199 - - --- Class R ( ) evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties IndyMac ABS, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Seller, the Master Servicer, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [is the regis -------------------------------- tered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac ABS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, _____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated ______, as of the Cut-Off Date specified above seller (in such capacity, the "AgreementSeller") between GS Mortgage Securities Corp.and as master servicer (in such capacity, as depositor (the "DepositorMaster Servicer"), Deutsche Bank National Trust Companyand ___________________, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Abs Inc)

Certificate No. R-1 R-1-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity SECURITIZED ASSET BACKED RECEIVABLES LLC Securitized Asset Backed Receivables LLC Trust 2004-7 AssetNC2 Mortgage Pass-Backed Through Certificates, Series 2004-7 NC2 Class R R-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Securitized Asset Backed Receivables LLC, as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Servicer"), NC Capital Corpxxxxxxn, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R R-1 Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R R-1 Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R R-1 Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R R-1 Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R R-1 Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R R-1 Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R R-1 Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R R-1 Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R R-1 Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R R-1 Certificate, (C) not to cause income with respect to the Class R R-1 Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R R-1 Certificate or to cause the Transfer of the Ownership Interest in this Class R R-1 Certificate to any other Person if it has actual knowledge that such Person is not a Non-Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R R-1 Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2004-Nc2)

Certificate No. R-1 7-A-1-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 4.000% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $67,866,000 of this Class: 100% CUSIP CUSIP: 36242D EE 55265K KR 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 7 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 Cut-off Date : August May 1, 2004 2006 First : September 25, 2004 Distribution Date Percentage Interest : June 26, 2006 Initial Certificate Balance of this Certificate ("Denomination") : 100% ------------ Initial Certificate Balances of all Certificates of this Class : _______________ ________________ CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 20042006-7 9 Asset-Backed Certificates, Series 20042006-7 9 [Class R A-1][Class A-2][Class A-3][Class A-4-A][Class A-4-B] [Class M-1][Class M-2][Class M-3][Class M-4][Class M-5] [Class B-1][Class B-2][Class B-3] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Accordingly, the Certificate Balance and is not entitled to distributions in respect of principal or interestat any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche U.S. Bank National Trust CompanyAssociation, as trustee (the "Trustee") and as a custodian, Wells Fargo JPMorgan Chase Bank, N.A.National Association, as Master Servicer (in such capacity, the "Mastxx XxrvicerMaster Servicer") and securities administrator Securities Administrator (in such capacity, the "Securities Administrator") and JPMorgan Chase Bankas a custodian and Deutsche Bank National Trust Company, as a custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.. * * *

Appears in 1 contract

Samples: Servicing Agreement (GSAA Home Equity Trust 2006-9)

Certificate No. R-1 5-A-1-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2017 Pass-Through Rate: 6.000% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $76,020,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K KP 3 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 5 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 7-A-10-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.250% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $1,979,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K LA 5 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 7 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 X-1 Cut-off Date : August July 1, 2004 First Distribution Date : September August 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-7 AssetHE5 Mortgagx Xxxx-Backed Xxxxxxx Certificates, Series 2004-7 HE5 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Chase, Countrywide, HomEq, Accredited, NC Capital or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Deutsche Bank National Trust Company, as NIM Trustee, is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx Xxxxaxxxx Xxrtgage Corporation, as servicer ("Chase"), Countrywide Home Loans Servicing LP, as servicer ("Countrywide"), HomEq Servicing Corporation, as servicer ("HomEq"), Accredited Home Lenders, Inc., as a responsible party ("Accredited"), NC Capital Corporation, as a responsible party ("NC Capital") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan's or arrangement's assets, such attempted transfer or acquisition shall be void and an Opinion of no effect. Each Holder of this Class R Certificate shall be deemed by Counsel satisfactory to the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, Trustee and the rights Servicers, which Opinion of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted TransfereeTrustee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to effect that the Securities Administrator under Section 5.02(b) purchase or holding of the Agreement, the Securities Administrator shall have been furnished with such Certificate will not constitute or result in a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, non-exempt prohibited transaction within the meaning of an applicable income tax treatyERISA, Section 4975 of such Person the Code or any other U.S. Person Similar Law and (D) will not subject the Trustee or the Servicers to Transfer the Ownership Interest any obligation in addition to those expressly undertaken in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. ***

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He5)

Certificate No. R-1 Cut-off Date : August October 1, 2004 2003 First Distribution Date : September November 25, 2004 Distribution Date 2003 Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 36228F YW 0 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 20042003-7 AssetSEA2 Mortgage Pass-Backed Through Certificates, Series 2004-7 2003 SEA2 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank National Trust Companyand JPMorgan Chase Bank, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Trust Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel shall not be an expense of the Trustee or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not result in the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be the Trust Fund being deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, "plan assets" and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator prohibited transaction provisions of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, ERISA and the Securities Administrator shall Code and will not register subject the Transfer of this Certificate unless, Trustee to any obligation in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest those expressly undertaken in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Trust Agreement (Gs Mortgage Sec Corp Mort Pass THR Certs Ser 2003-Sea2)

Certificate No. R-1 P-1 Cut-off Date : August June 1, 2004 First Distribution Date : September 25July 26, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 [_____] ISIN : US36242DEE94 [_____] GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 5 Asset-Backed Certificates, Series 2004-7 5 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above June 1, 2004 (the "Agreement") between ), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Chase Manhattan Mortgage Corporation, as servicer and Countrywide Home Loans Servicing LP, as servicer (collectively, the "Servicers") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New Yorkpurpose. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gsaa Home Equity Trust 2004-5)

Certificate No. R-1 Cut-off Date Date: August September 1, 2004 2001 First Distribution Date: September October 25, 2004 Distribution Date Percentage Interest 2001 Pass-Through Rate: Floating in accordance with the Agreement Initial Certificate Principal Balance of this Certificate ("Denomination") ): $ Initial Certificate Principal Balances of all Certificates of this Class: 100% CUSIP $212,957,000 CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 576433 AA 4 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ADJUSTABLE RATE MORTGAGES TRUST 2001-7 Asset1 Mortgage Pass-Backed Through Certificates, Series 20042001-7 1 Class R A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the Denomination of any this Certificate by the aggregate initial Class Principal Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, Wxxxx Fargo Home Mortgage, Inc., as depositor originator and servicer (the "DepositorServicer"), Deutsche Wxxxx Fargo Bank National Minnesota, N.A., as trust administrator (the "Trust CompanyAdministrator"), and The Chase Manhattan Bank, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Adjustable Rate Mortgages Trust 2001-1)

Certificate No. R-1 1 Cut-off Date : August March 1, 2004 First Distribution Date : September 25April 26, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 362260 AK 7 ISIN : US36242DEE94 US362260AK70 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetFM2 Mortgage Pass-Backed Through Certificates, Series 2004-7 FM2 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above March 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche Bank HomEq Servicing Corporation, as servicer (the "Servicer"), and Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent xxx xxtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mortga Mort Passthr Certs Ser 2004-Fm2)

Certificate No. R-1 A-2-1 Cut-off Date Date: August December 1, 2004 2001 First Distribution Date: September January 25, 2004 Distribution Date Percentage Interest 2002 Pass-Through Rate: 6.50% Initial Certificate Principal Balance of this Certificate $34,171,000 ("Denomination") ): Initial Certificate Principal Balances of all Certificates $34,171,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 269243 AB 7 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. E*TRADE BANK MORTGAGE-BACKED SECURITIES CORP. GSAA Home Equity Trust 2004TRUST 2001-7 Asset2 Mortgage Pass-Backed Through Certificates, Series 20042001-7 2 Class R A-2 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the Denomination of any this Certificate by the aggregate initial Class Principal Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, Wells Fargo Bank Xxxxxsota, N.A., as depositor master servicer (the "DepositorServicer"), Deutsche Bank National Trust Companyand JPMorgan Chase Bank, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mort Asset Sec Trans Inc E Trade Bank Mort Bak Sec Tr 2001 2)

Certificate No. R-1 Cut-off Date : August 1, 2004 First Distribution Date : September 25, 2004 Distribution Date Percentage Interest of : this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Caxxxxx I Xxx. Xrust 2004-7 AssetNC7 Mortgage Xxxx-Backed CertificatesXhxxxxx Xertificates, Series 2004-7 NC7 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest Percenxxxx Xnxxxxxx specified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx Xxxxaxxxx Xxrtgage Corporation, as servicer, HomEq Servicing Corporation, as servicer, New Century Mortgage Corporation, as servicer, NC Capital Corporation, as responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicers or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Non-Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Nc7)

Certificate No. R-1 Cut-off Date : August April 1, 2004 First Distribution Date : September May 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN [36228F S8 0] ISIN: US36242DEE94 : [US63228FS808] GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetNC1 Mortgage Pass-Backed Through Certificates, Series 2004-7 NC1 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicers, the Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above April 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Litton Loan Servicing LP, as servicer, New Century Mortgage Corporation, xx xervicer (collectively, the "Servicers"), NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New YorkTrustee. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GSAMP Trust 2004-Nc1)

Certificate No. R-1 I A-__ Date of Pooling and Servicing Agreement : May 1, 2000 Cut-off Off Date : August 1April 30, 2004 2000 First : September 25, 2004 Distribution Date Percentage Interest : June 20, 2000 Initial Certificate Balance of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-7 Asset-Backed Certificates, Series 2004-7 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [$_____________________] _ Initial Certificate Balance of all Class I A Certificates : $337,652,000 Pass-Through Rate : The lesser of (a) 8.45% per annum or (b) the related Net Funds Cap Month of Last Scheduled Distribution Date : June 2031 CUSIP : 000000XX0 Exhibit B-1-1 GreenPoint Credit Manufactured Housing Contract Trust Pass-Through Certificates Series 2000-3 evidencing a percentage interest in any distributions allocable to the Class I A Certificates with respect to a Trust Fund consisting primarily of a pool of conventional manufactured housing contracts (the "Contracts") formed and sold by GreenPoint Credit, LLC, (the "Contract Seller") which manufactured housing contracts were originated or acquired by the Contract Seller and are initially serviced by GreenPoint Credit, LLC, in its capacity as the Servicer (the "Servicer"). Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. Neither this Certificate nor the Contracts are insured or guaranteed by the Contract Seller, the Servicer or the Trustee referred to below or any of their respective Affiliates or by any governmental agency or instrumentality. This certifies that Cede & Co. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Class I A Certificates) in certain monthly distributions due with respect to a Trust Fund consisting of the Class R Certificates Contracts deposited by the Contract Seller. The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement Agreement, dated as of the Cut-Off Date specified above May 1, 2000 (the "Agreement") between GS Mortgage Securities Corp., as depositor (the "Depositor"), Deutsche among the Contract Seller, the Servicer and Bank One, National Trust CompanyAssociation, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution Pursuant to the terms of the proceeds of any remaining assets of the Trust Fund Agreement, a distribution will be made on the 20th day of each month or, if such 20th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Class I A Distribution Amount on such Distribution Date pursuant to Section 5.02 of the Agreement. The Record Date applicable to each Distribution Date is the Business Day preceding such Distribution Date. Distributions to the Holder of this Class I A Certificate shall be applied first to interest and then to principal. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall hold Class I A Certificates evidencing a Percentage Interest aggregating 10% or more or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of this Class R such Certificate at the offices designated by Corporate Trust Office or such other location specified in the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee notice to Certificateholders of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereefinal distribution. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless the certificate of authentication hereon has been manually authenticated executed by an authorized signatory officer of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenpoint Credit LLC)

Certificate No. R-1 Cut-off Off Date : August 1[________] [___], 2004 200[__] First : September 25, 2004 Distribution Date Percentage Interest : [________] [___], 200[__] Initial Class Principal Balance of this Certificate ("Denomination") : 100$[_________] Initial Class Principal Balance : $[_________] Pass-Through Rate : [____]% CUSIP : 36242D EE 9 ISIN Class : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA A-1 [TRUST] Home Equity Trust 2004-7 Loan Asset-Backed Certificates, Series 2004-7 200[__]-[__] Class R A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust consisting of closed-end fixed rate and adjustable rate home equity loans (the “Mortgage Loans”) XXXXXX ABS CORPORATION, as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Class Principal Balance of this Class A-1 Certificate at any time may be less than the Initial Class Principal Balance set forth on the face hereof, as described herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Seller or the Trustee referred to below or any of their respective affiliates. Neither this Class A-1 Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & Co. is the registered owner of the Percentage Interest specified above evidenced by this Class A-1 Certificate (obtained by dividing the Denomination of any this Class A-1 Certificate by the Class Principal Balance) in certain monthly distributions due with respect to a Trust consisting primarily of the Class R Certificates Mortgage Loans deposited by Xxxxxx ABS Corporation (the “Depositor”). The Trust was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among the Depositor, [Seller/Servicer], as depositor seller and servicer (in such capacities, the "Depositor"“Seller” or the “Servicer”), Deutsche Bank National Trust Companyand [Trustee], as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A 1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A 1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Class A 1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class A 1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Lehman Abs Corp)

Certificate No. R-1 X-1 Cut-off Date : August July 1, 2004 First Distribution Date : September August 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-7 AssetNC6 Mortgagx Xxxx-Backed Xxxxxxx Certificates, Series 2004-7 NC6 Class R X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicers, the Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley Mortgage Capital Inc., is the registered owner of the Percentage Interest specified above Pexxxxxxgx Xxxxxest evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx Xxxxaxxxx Xxrtgage Corporation, as servicer, HomEq Servicing Corporation, as servicer, New Century Mortgage Corporation, as servicer (collectively, the "Servicers"), NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of or investing plan assets of any such plan, which representation letter shall not be an expense of the Trustee, or (ii) if the transferee is an insurance company, a representation letter that it is purchasing such Certificates with the assets of its general account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a person acting on behalf trustee of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a other person acting on behalf of any such plan or arrangement or using the assets of any such plan plan's or arrangement's assets, such attempted transfer or acquisition shall be void and an Opinion of no effect. Each Holder of this Class R Certificate shall be deemed by Counsel satisfactory to the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, Trustee and the rights Servicers, which Opinion of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject Counsel shall not be an expense of the Trustee, the Servicers or the Trust Fund, addressed to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted TransfereeTrustee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to effect that the Securities Administrator under Section 5.02(b) purchase or holding of the Agreement, the Securities Administrator shall have been furnished with such Certificate will not constitute or result in a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, non-exempt prohibited transaction within the meaning of an applicable income tax treatyERISA, Section 4975 of such Person the Code or any other U.S. Person Similar Law and (D) will not subject the Trustee or the Servicers to Transfer the Ownership Interest any obligation in addition to those expressly undertaken in this Class R Certificate Agreement or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. * * *

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Nc6)

Certificate No. R-1 7-A-9-[__] Cut-off Date Date: August September 1, 2004 2002 First Distribution Date: September October 25, 2004 2002 Last Scheduled Distribution Date Percentage Interest Date: October 25, 2032 Pass-Through Rate: 6.250% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination") ): Initial Certificate Principal Balances of all Certificates $22,525,000 of this Class: 100% CUSIP CUSIP: 36242D EE 9 ISIN : US36242DEE94 GS 55265K KZ 1 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust 2004MASTR ASSET SECURITIZATION TRUST 2002-7 Asset6 Mortgage Pass-Backed Through Certificates, Series 20042002-7 Class R 6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of seven pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] _ is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Warburg Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Wells Fargo Bank National Trust CompanyMinnesota, N.A., as master servicer (the "Servicer"), xxx Xank One, N.A., as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in such capacity, Loan Group 7 pursuant to the "Mastxx Xxrvicer") and securities administrator (in such capacity, terms of the "Securities Administrator) and JPMorgan Chase Bank, as custodianAgreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mort Pass THR Cert Ser 2002-6)

Certificate No. R-1 Cut-off Date : August May 1, 2004 2001 First Distribution Date : September June 25, 2004 Distribution Date Percentage Interest 2001 Initial Certificate Principal Balance of this Certificate ("Denomination") : 100% Initial Certificate Principal Balances of all Certificates of this Class : CUSIP : 36242D EE 9 ISIN Pass-Through Rate : US36242DEE94 GS Maturity Date : CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. GSAA Home Equity CSFB ABS Trust 2004Series 2001-7 AssetHE12 CSFB Mortgage Pass-Backed Through Certificates, Series 20042001-7 HE12 Class R A-[o] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced ClassClass with respect to a Trust Fund consisting primarily of a pool of fixed rate and adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. Distributions Credit Suisse First Boston Mortgage Securities Corp., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Seller, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] CEDE & CO. is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS among the Depositor, DLJ Mortgage Securities Corp.Capital, Inc., as depositor seller (the in such capacity, "DepositorSeller"), Deutsche Calmco Servicing L.P., as servicer (in such capacity, "Servicer") and U.S. Bank National Trust Company, Association as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

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

Certificate No. R-1 1 Cut-off Date : August July 1, 2004 First Distribution Date : September August 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 AN 3 ISIN : US36242DEE94 US36242DAN30 GS MORTGAGE SECURITIES CORP. GSAA Home Equity GSAMP Trust 2004-7 AssetHE2 Mortgage Pass-Backed Through Certificates, Series 2004-7 HE2 Class R P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is are distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above evidenced by this Certificate (obtained by dividing the denomination of any this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above July 1, 2004 (the "Agreement") between among GS Mortgage Securities Corp., as depositor (the "Depositor"), Ocwen Federal Bank FSB, as servicer, Chase Manhattan Mortgage Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer (collectively, the "Servicers"), Ameriquest Mortgage Company ("Ameriquest") and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New Yorkpurpose. No transfer of a Certificate of this Class R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement nor using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported TransfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.Trustee. ***

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp. Gsamp Trust 2004-He2)

Certificate No. R-1 Cut-off Date : August October 1, 2004 First Distribution Date : September 25November 26, 2004 Distribution Date Percentage Interest of : 100% this Certificate ("Denomination") : 100% CUSIP : 36242D EE 9 ISIN : US36242DEE94 GS MORTGAGE SECURITIES CORPMORGAN STANLEY ABS CAPITAL I INC. GSAA Home Equity Trust Morgan Stanley ABS Caxxxxx I Xxx. Xrust 2004-7 AssetHE8 Mortgage Xxxx-Backed Txxxxxx Certificates, Series 2004-7 HE8 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate is distributable monthly as set forth herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor the Master ServicerDepositor, the Securities Administrator Trustee or any other party to the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest specified Percentxxx Xxtxxxxx xpecified above of any monthly distributions due to the Class R Certificates pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage Securities Corp.among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chase Xxxxxtxxx Xxxtgage Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer, New Century Mortgage Corporation, as servicer, Aames Capital Corporation, as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or such other location specified in the office or agency maintained by the Securities Administrator in New York, New Yorknotice to Certificateholders. No transfer of a Class R Certificate shall be made unless the Securities Administrator Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator Trustee, the Servicers or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator Trustee under Section 5.02(b) of the Agreement, the Securities Administrator Trustee shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Non-Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He8)

Certificate No. R-1 : 1 Cut-off Date : August With respect to any Mortgage Loan, June 1, 2004 2003 First Distribution Date : September July 25, 2004 Distribution Date Percentage Interest 2003 Initial Certificate Principal Balance of this Certificate ("Denomination") : 100% $[_______] Original Class Certificate Principal Balance of this Class : $[_______] Percentage Interest : [____] Pass-Through Rate : Variable CUSIP : 36242D EE 9 ISIN [____] Class : US36242DEE94 GS MORTGAGE SECURITIES CORP. GSAA Home Equity A Assumed Maturity Date : July, 2033 Long Beach Mortgage Loan Trust 20042003-7 3 Asset-Backed Certificates, Series 20042003-7 3 Class R A evidencing a percentage interest the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to the Trust consisting of first lien and second lien, fixed rate and adjustable rate mortgage loans (the "Mortgage Loans") LONG BEACH SECURITIES CORP., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class R Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This A Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] Cede & Co. is the registered owner of the Percentage Interest specified above evidenced by this Class A Certificate (obtained by dividing the Denomination of any this Class A Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions due with respect to a Trust consisting primarily of the Class R Certificates Mortgage Loans deposited by Long Beach Securities Corp. (the "Depositor"). The Trust was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off Date specified above June 1, 2003 (the "Agreement") between GS among the Depositor, Long Beach Mortgage Securities Corp.Company, as depositor master servicer (the "DepositorMaster Servicer"), ) and Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mastxx Xxrvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities AdministratorTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Asset Back Certs Ser 2003-3)

Certificate No. R-1 2-A-1-[_] Cut-off Date Date: August April 1, 2004 First Distribution Date: September May 25, 2004 Last Scheduled Distribution Date Percentage Interest Date: May 25, 2019 Pass-Through Rate: 5.00% Initial Certificate Principal Balance of this Certificate ("Denomination") ): $[ ] Initial Certificate Principal Balances of all Certificates of this Class: 100% CUSIP $75,053,000 CUSIP: 36242D EE 9 ISIN 57643M BP 8 ISIN: US36242DEE94 GS US57643MBP86 MORTGAGE SECURITIES CORPASSET SECURITIZATION TRANSACTIONS, INC. GSAA Home Equity Trust MASTR ASSET SECURITIZATION TRUST 2004-7 Asset5 Mortgage Pass-Backed Through Certificates, Series 2004-7 Class R 5 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. This Class R Accordingly, the Certificate has no Principal Balance at any time may be less than the Certificate Principal Balance and is not entitled to distributions in respect of principal or interestas set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor Depositor, the Master Servicer, the Securities Administrator Trust Administrator, the Trustee or the Trustee Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_____________________] is the registered owner of the Percentage Interest specified above of any evidenced by this Certificate in certain monthly distributions due with respect to a Trust Fund consisting primarily of the Class R Certificates Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Master Pooling and Servicing and Trust Agreement dated as of the Cut-Off off Date specified above (the "Agreement") between GS Mortgage among the Depositor, UBS Real Estate Securities Corp.Inc., as depositor transferor (the "DepositorTransferor"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and custodian, Wells Fargo Bank, N.A., as Master Servicer master servicer (in such capacity, the "Mastxx Xxrvicer") and securities ), trust administrator (in such capacity, the "Securities Trust Administrator") and JPMorgan Chase a custodian, U.S. Bank National Association, as a custodian ("U.S. Bank"), and Wachovia Bank, National Association, as custodiantrustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R Certificate at the offices designated by the Trustee for such purposes or the office or agency maintained by the Securities Administrator in New York, New York. No transfer of a Class R Certificate shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Securities Administrator or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under Section 5.02(b) of the Agreement, the Securities Administrator shall have been furnished with a Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R Certificate or to cause the Transfer of the Ownership Interest in this Class R Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated countersigned by an authorized signatory of the Securities Trust Administrator.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Asset Sec Trans Inc Mastr Asset Sec Tr 2004-5)

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