RR Interest Clause Samples
RR Interest. Until the expiration of the Risk Retention Period, no Person shall be permitted to own, directly or indirectly, any interest in the RR Interest other than JPMCB, GS Bank, SGFC or one of their respective Majority-Owned Affiliates that is not a Non-Exempt Person. An RR Interest Owner, if it wishes to transfer its interest in the RR Interest, shall notify the Certificate Administrator in writing of such transfer and identify the new RR Interest Owner. After the expiration of the Risk Retention Period, the RR Interest or any portion thereof may be transferred to a Qualified RR Interest Owner. The Certificate Administrator shall register the ownership of the RR Interest on a registry of ownership maintained by the Certificate Administrator, except that the Certificate Administrator shall not record the initial ownership of the RR Interest by JPMCB, GS Bank or SGFC or any subsequent transfer of their respective interests in the RR Interest to one of their respective Majority-Owned Affiliates. Any transfer of an interest in the RR Interest (including to a Majority-Owned Affiliate of JPMCB, GS Bank or SGFC) shall be null and void ab initio to the extent permitted under applicable law unless all of the following is provided to the Certificate Administrator (i) the transferor of the RR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit J-8 hereto, which certification shall be countersigned by the Retaining Sponsor, (ii) the transferee of the RR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit J-7 hereto, which certification shall include wiring instructions and contact information for such transferee and shall be countersigned by the Retaining Sponsor. Notwithstanding anything else in this Agreement to the contrary, no Person shall have any rights hereunder with respect to the RR Interest unless (x) in the case of JPMCB, GS Bank or SGFC or their Majority-Owned Affiliate, such Person is identified in writing to the Certificate Administrator as being an RR Interest Owner or (y) in the case of any subsequent transferee, such Person is identified as being an RR Interest Owner in the ownership registry. The Certificate Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat each RR Interest Owner (in the case of any subsequent RR Interest Owner, as recorded on such ownership registry) as the owner in fact the...
RR Interest evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION][BANK OF AMERICA, NATIONAL ASSOCIATION][▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.]] is the registered owner of the interest evidenced by this Certificate in the RR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2017 (the “Pooling and Servicing Agreement”), between ▇▇▇▇▇ FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the BANK 2017-BNK4, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK4 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificate...