Certificate Registrar. All terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Certificate Registrar that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Certificate, any interest in the Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of the Certificate, any interest in the Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to the Certificate, any interest in the Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of the Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to the Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Trust Agreement. Very truly yours, ------------------------------------ (Seller) By: ............................... Name: Title: EXHIBIT F CERTIFICATE OF NON-FOREIGN STATUS This Certificate of Non-Foreign Status ("certificate") is delivered pursuant to Section 3.05 of the Amended and Restated Trust Agreement, dated as of October 27, 2005 (the "Trust Agreement"), between Residential Funding Mortgage Securities II, Inc., as depositor and Wilmington Trust Company, as Owner Trustee, in connection with the acquisition of, transfer to or possession by the undersigned, whether as beneficial owner (the "Beneficial Owner"), or nominee on behalf of the Beneficial Owner of the Residential Home Loan-Backed Certificates, Series 2005-HI3 (the "Certificate"). Capitalized terms used but not defined in this certificate have the respective meanings given them in the Trust Agreement. Each holder must complete Part I, Part II (if the holder is a nominee), and in all cases sign and otherwise complete Part III. In addition, each holder shall submit with the Certificate an IRS Form W-9 relating to such holder. To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the Internal Revenue Code (relating to withholding tax on foreign shareholders and partners) do not apply in respect of the Certificate held by the undersigned, the undersigned hereby certifies: Part I - Complete Either A or B A. Individual as Beneficial Owner 1. I am (The Beneficial Owner is) not a non-resident alien for purposes of U.S. income taxation; 2. My (The Beneficial Owner's) name and home address are: ============================= _____________________________; and 3. My (The Beneficial Owner's) U.S. taxpayer identification number (Social Security Number) is _______________.
Appears in 1 contract
Certificate Registrar. All terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Seller Purchaser hereby certifies, represents and warrants to, and covenants with, the Company and the Certificate Registrar that: Neither the Seller nor anyone acting on its behalf has :
1. The Purchaser understands that (a) offeredthe Certificates have not been and will not be registered or qualified under the Securities Act of 1933, pledgedas amended (the "Act") or any state securities law, sold(b) the Company is not required to so register or qualify the Certificates, disposed (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Trust Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private Placement Memorandum, dated ___________, 20__, relating to the Certificates (b)] a copy of the Trust Agreement and [b] [c] such other information concerning the Certificates, the Home Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the Company, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Company solely for use in connection with the Original Sale and the Company did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Company with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transferred the transfer any Certificate, any interest in the any Certificate or any other similar security to any person in any manner, (b) has solicited solicit any offer to buy or to accept a pledge, disposition or of other transfer of the any Certificate, any interest in the any Certificate or any other similar security from any person in any manner, (c) has otherwise approached approach or negotiated negotiate with respect to the any Certificate, any interest in the any Certificate or any other similar security with any person in any manner, (d) has made make any general solicitation by means of general advertising or in any other manner, manner or (e) has taken take any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates any Certificate under the Securities Act of 1933 (the "Act"), that would render the disposition of the any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to the Certificate. The Seller has not and Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Trust Agreement. Very truly yours, ------------------------------------ (Seller) By: ............................... Name: Title: EXHIBIT F CERTIFICATE OF NON-FOREIGN STATUS This Certificate of Non-Foreign Status ("certificate") is delivered pursuant to Section 3.05 of the Amended and Restated Trust Agreement, dated as of October 27, 2005 (the "Trust Agreement"), between Residential Funding Mortgage Securities II, Inc., as depositor and Wilmington Trust Company, as Owner Trustee, in connection with the acquisition of, transfer to or possession by the undersigned, whether as beneficial owner (the "Beneficial Owner"), or nominee on behalf of the Beneficial Owner of the Residential Home Loan-Backed Certificates, Series 2005-HI3 (the "Certificate"). Capitalized terms used but not defined in this certificate have the respective meanings given them in the Trust Agreement. Each holder must complete Part I, Part II (if the holder is a nominee), and in all cases sign and otherwise complete Part III. In addition, each holder shall submit with the Certificate an IRS Form W-9 relating to such holder. To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the Internal Revenue Code (relating to withholding tax on foreign shareholders and partners) do not apply in respect of the Certificate held by the undersigned, the undersigned hereby certifies: Part I - Complete Either A or B
A. Individual as Beneficial Owner
1. I am (The Beneficial Owner is) not a non-resident alien for purposes of U.S. income taxation;
2. My (The Beneficial Owner's) name and home address are: ============================= _____________________________; and
3. My (The Beneficial Owner's) U.S. taxpayer identification number (Social Security Number) is _______________.
Appears in 1 contract
Certificate Registrar. All terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Seller Purchaser hereby certifies, represents and warrants to, and covenants with, the Company and the Certificate Registrar that: Neither the Seller nor anyone acting on its behalf has :
1. The Purchaser understands that (a) offered, pledged, sold, disposed of or otherwise transferred the Certificate, any interest in the Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of the Certificate, any interest in the Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to the Certificate, any interest in the Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates have not been and will not be registered or qualified under the Securities Act of 1933 1933, as amended (the "Act")) or any state securities law, that would render (b) the disposition of Company is not required to so register or qualify the Certificate a violation of Section 5 Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or that would require if an exemption from such registration or and qualification pursuant theretois available, (d) the Trust Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect.
2. The Seller will Purchaser is acquiring the Certificates for its own account for investment only and not act, with a view to or for sale in connection with any distribution thereof in any manner set forth in that would violate the foregoing sentence with respect to the CertificateAct or any applicable state securities laws.
3. The Seller has not Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and will not sell or otherwise transfer any of experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, except such that it is capable of evaluating the merits and risks of investment in compliance with the provisions Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Trust Agreement. Very truly yours, ------------------------------------ (Seller) By: ............................... Name: Title: EXHIBIT F CERTIFICATE OF NON-FOREIGN STATUS This Certificate of Non-Foreign Status ("certificate") is delivered pursuant to Section 3.05 of the Amended and Restated Trust AgreementPrivate Placement Memorandum, dated as of October 27, 2005 (the "Trust Agreement"), between Residential Funding Mortgage Securities II, Inc., as depositor and Wilmington Trust Company, as Owner Trustee, in connection with the acquisition of, transfer to or possession by the undersigned, whether as beneficial owner (the "Beneficial Owner"), or nominee on behalf of the Beneficial Owner of the Residential Home Loan-Backed Certificates, Series 2005-HI3 (the "Certificate"). Capitalized terms used but not defined in this certificate have the respective meanings given them in the Trust Agreement. Each holder must complete Part I, Part II (if the holder is a nominee), and in all cases sign and otherwise complete Part III. In addition, each holder shall submit with the Certificate an IRS Form W-9 relating to such holder. To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the Internal Revenue Code (relating to withholding tax on foreign shareholders and partners) do not apply in respect of the Certificate held by the undersigned, the undersigned hereby certifies: Part I - Complete Either A or B
A. Individual as Beneficial Owner
1. I am (The Beneficial Owner is) not a non-resident alien for purposes of U.S. income taxation;
2. My (The Beneficial Owner's) name and home address are: ============================= ___________, 20__________________; and
3, relating to the Certificates (b)] a copy of the Trust Agreement and [b] [c] such other information concerning the Certificates, the Home Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. My The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (The Beneficial Owner'sthe "Memorandum") U.S. taxpayer identification number relating to the original sale (Social Security Numberthe "Original Sale") is _______________of the Certificates by the Company, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Company solely for use in connection with the Original Sale and the Company did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Company with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.]
Appears in 1 contract
Certificate Registrar. All terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Seller Purchaser hereby certifies, represents and warrants to, and covenants with, the Company and the Certificate Registrar that: Neither the Seller nor anyone acting on its behalf has :
1. The Purchaser understands that (a) offeredthe Certificates have not been and will not be registered or qualified under the Securities Act of 1933, pledgedas amended (the "Act") or any state securities law, sold(b) the Company is not required to so register or qualify the Certificates, disposed (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Trust Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private Placement Memorandum, dated ___________, 20__, relating to the Certificates (b)] a copy of the Trust Agreement and [b] [c] such other information concerning the Certificates, the Home Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the Company, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Company solely for use in connection with the Original Sale and the Company did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Company with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transferred the transfer any Certificate, any interest in the any Certificate or any other similar security to any person in any manner, (b) has solicited solicit any offer to buy or to accept a pledge, disposition or of other transfer of the any Certificate, any interest in the any Certificate or any other similar security from any person in any manner, (c) has otherwise approached approach or negotiated negotiate with respect to the any Certificate, any interest in the any Certificate or any other similar security with any person in any manner, (d) has made make any general solicitation by means of general advertising or in any other manner, manner or (e) has taken take any other action, that (as to any of of
(a) through (e) above) would constitute a distribution of the Certificates any Certificate under the Securities Act of 1933 (the "Act"), that would render the disposition of the any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to the Certificate. The Seller has not and Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Trust Agreement. Very truly yours, ------------------------------------ (Seller) By: ............................... Name: Title: EXHIBIT F CERTIFICATE OF NON-FOREIGN STATUS This Certificate of Non-Foreign Status ("certificate") is delivered pursuant to Section 3.05 of the Amended and Restated Trust Agreement, dated as of October 27, 2005 (the "Trust Agreement"), between Residential Funding Mortgage Securities II, Inc., as depositor and Wilmington Trust Company, as Owner Trustee, in connection with the acquisition of, transfer to or possession by the undersigned, whether as beneficial owner (the "Beneficial Owner"), or nominee on behalf of the Beneficial Owner of the Residential Home Loan-Backed Certificates, Series 2005-HI3 (the "Certificate"). Capitalized terms used but not defined in this certificate have the respective meanings given them in the Trust Agreement. Each holder must complete Part I, Part II (if the holder is a nominee), and in all cases sign and otherwise complete Part III. In addition, each holder shall submit with the Certificate an IRS Form W-9 relating to such holder. To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the Internal Revenue Code (relating to withholding tax on foreign shareholders and partners) do not apply in respect of the Certificate held by the undersigned, the undersigned hereby certifies: Part I - Complete Either A or B
A. Individual as Beneficial Owner
1. I am (The Beneficial Owner is) not a non-resident alien for purposes of U.S. income taxation;
2. My (The Beneficial Owner's) name and home address are: ============================= _____________________________; and
3. My (The Beneficial Owner's) U.S. taxpayer identification number (Social Security Number) is _______________.
Appears in 1 contract
Sources: Trust Agreement (Rfmsii 2005-Hi1)