Common use of Registration and Transfer of Certificates Clause in Contracts

Registration and Transfer of Certificates. (a) The Manager, or any ----------------------------------------- agent appointed by him, shall maintain a register for the registration and Transfer of Trust Certificates and the number of Units represented by each Trust Certificate. (b) A Unitholder may Transfer a Unit only if all of the following conditions have been satisfied: (i) all of the non-transferring Unitholders shall have consented to the Transfer, which consent of any such Unitholder may be granted or withheld in the sole discretion of such Unitholder and may be unreasonably withheld; (ii) the transferor has delivered to the Manager an opinion of counsel reasonably satisfactory to the Manager to the effect that (A) the Transfer is not required to be registered under the Securities Act or any applicable state securities law and (B) the Transfer will not cause the Trust to be required to register (or seek an exemption from registration) under the Investment Company Act of 1940, as amended (the "Investment Company Act"); (iii) each of the transferor and the transferee has agreed to reimburse the Trust for costs incurred by the Trust in connection with the Transfer, including the costs incurred as a result of Section 3.2(b)(ii) above; and (iv) the transferee has delivered to the Manager an instrument in writing signed by the transferor and the transferee reasonably satisfactory to the Manager, stating that the transferor has the right to Transfer, and the transferee has the right to acquire, the transferor's Units proposed to be transferred and acknowledging that the transferee accepts and agrees to be bound by the terms and provisions of this Agreement, including the assumption of any obligation of the transferor to the Trust. In the event of the death of a Unitholder, any transferee, beneficiary or devisee will receive an economic interest only with respect to Units held by such Unitholder and shall have no other rights of a Unitholder hereunder until such Person shall have complied with each of the provisions in this Section 3.2(b). (c) An attempted Transfer of a Unit will be void ab initio and of no -- ------ effect whatsoever if such attempted Transfer of a Unit would, if effected, cause the Trust to be subject to the registration requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any successor statute or statutes, or cause the Trust to be required to register (or seek an exemption from registration) as an investment company under the Investment Company Act. (d) If the conditions set forth in Section 3.2(b) are satisfied, promptly upon the receipt by the Manager of the transferor's Trust Certificate, the Manager shall record on the trust register the name of the transferee as a Unitholder and its Ownership Percentage and shall register and issue, execute and deliver to such Unitholder a Trust Certificate evidencing such Ownership Percentage. In the event a transferor Transfers only a portion of its beneficial interest in the Trust, the Manager shall register and issue to such transferor a new Trust Certificate evidencing such transferor's new Ownership Percentage. Subsequent to a Transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Manager shall cancel the Trust Certificate surrendered to it in connection with such Transfer. The Manager may treat the person in whose name any Trust Certificate is registered as the sole Unitholder of the beneficial interest in the Trust evidenced by such Trust Certificate. No fractional Units shall be created by the Transfer of Units. (e) As a condition precedent to any registration of Transfer, the Manager may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such Transfer.

Registration and Transfer of Certificates. (a) a. The Manager, or any ----------------------------------------- agent appointed by him, Trustee shall maintain keep at the Corporate Trust Office a register Certificate Register in which the Trustee shall provide for the registration and Transfer of Trust Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is hereby initially appointed Certificate Registrar for the number purpose of Units represented by each Trust Certificateregistering Certificates and transfers and exchanges of Certificates as provided herein. The Trustee will give prompt written notice to Certificateholders and the Servicer of any change in the Certificate Registrar. (bb. No transfer of a Certificate or any interest therein shall be made to any employee benefit plan, trust or account that is subject to ERISA, or that is described in Section 4975(e)(1) A Unitholder may Transfer a Unit only if all of the following conditions have been satisfied: Code (each, a "Plan"), unless the Plan, at its own expense, delivers to the Depositor, the Trustee, and the Trustee under the Pooling and Servicing Agreement, an Opinion of Counsel in form satisfactory to the Depositor, the Trustee and the Trustee under the Pooling and Servicing Agreement that the purchase and holding of the Certificate by such Plan will not result in the assets of the Trust or the Green Tree Home Improvement and Home Equity Loan Trust 1998-E being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee, the Trustee under the Pooling and Servicing Agreement, the Depositor or the Servicer to any obligation or liability in addition to those undertaken in this Agreement or in the Pooling and Servicing Agreement. Unless such opinion is delivered, each person acquiring such a Certificate will be deemed to represent to the Trustee, the Trustee under the Pooling and Servicing Agreement, the Depositor and the Servicer either (i) all that such person is neither a Plan, nor acting on behalf of a Plan, subject to ERISA or to Section 4975 of the non-transferring Unitholders shall have consented to the TransferCode, which consent of any such Unitholder may be granted or withheld in the sole discretion of such Unitholder and may be unreasonably withheld; (ii) that the transferor has delivered to purchase and holding of the Manager an opinion Certificate by such Plan will not result in the assets of counsel reasonably satisfactory to the Manager to Trust or the effect that (A) the Transfer is not required Green Tree Home Improvement and Home Equity Loan Trust 1998-E being deemed to be registered under the Securities Act or any applicable state securities law Plan assets and (B) the Transfer will not cause the Trust to be required to register (or seek an exemption from registration) under the Investment Company Act of 1940, as amended (the "Investment Company Act"); (iii) each of the transferor and the transferee has agreed to reimburse the Trust for costs incurred by the Trust in connection with the Transfer, including the costs incurred as a result of Section 3.2(b)(ii) above; and (iv) the transferee has delivered to the Manager an instrument in writing signed by the transferor and the transferee reasonably satisfactory to the Manager, stating that the transferor has the right to Transfer, and the transferee has the right to acquire, the transferor's Units proposed to be transferred and acknowledging that the transferee accepts and agrees to be bound by the terms and provisions of this Agreement, including the assumption of any obligation of the transferor to the Trust. In the event of the death of a Unitholder, any transferee, beneficiary or devisee will receive an economic interest only with respect to Units held by such Unitholder and shall have no other rights of a Unitholder hereunder until such Person shall have complied with each of the provisions in this Section 3.2(b). (c) An attempted Transfer of a Unit will be void ab initio and of no -- ------ effect whatsoever if such attempted Transfer of a Unit would, if effected, cause the Trust to be subject to the registration requirements prohibited transaction provisions of ERISA and the Securities Act Code and will not subject the Trustee, the Trustee under the Pooling and Servicing Agreement, the Depositor or the Securities Exchange Act Servicer to any obligation or liability in addition to those undertaken in this Agreement or in the Pooling and Servicing Agreement. c. Upon surrender for registration of 1934transfer of any Certificate at the Corporate Trust Office, as amended the Trustee shall execute, authenticate and deliver (the "Exchange Act") or any successor statute or statutes, or shall cause the Trust Authentication Agent to be required to register (or seek an exemption from registration) as an investment company under the Investment Company Act. (d) If the conditions set forth authenticate and deliver), in Section 3.2(b) are satisfied, promptly upon the receipt by the Manager of the transferor's Trust Certificate, the Manager shall record on the trust register the name of the designated transferee as or transferees, one or more new Certificates in authorized denominations of a Unitholder like class and its Ownership Percentage and shall register and issue, execute and deliver to such Unitholder a Trust aggregate proportion of Certificate evidencing such Ownership PercentagePrincipal Balance dated the date of authentication by the Trustee or any authenticating agent. In At the event a transferor Transfers only a portion of its beneficial interest in the Trust, the Manager shall register and issue to such transferor a new Trust Certificate evidencing such transferor's new Ownership Percentage. Subsequent to a Transfer and upon the issuance option of the new Certificateholders, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the Corporate Trust Office. d. Every Certificate presented or Trust Certificates, surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Manager shall cancel Trustee and the Trust Certificate Registrar duly executed by the holder or his attorney duly authorized in writing. Each Certificate surrendered to it in connection with such Transfer. The Manager may treat the person in whose name any Trust Certificate is registered as the sole Unitholder for registration of the beneficial interest in the Trust evidenced by such Trust Certificate. No fractional Units transfer or exchange shall be created canceled and subsequently disposed of by the Transfer of UnitsTrustee in accordance with its customary practice. (e) As a condition precedent to e. No service charge shall be made for any registration of Transfertransfer or exchange of Certificates, but the Manager Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any transfer or exchange of Certificates. f. Except as provided in paragraph (g) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificateholders and with respect to ownership and transfers of such TransferCertificates; (iii) ownership and transfers of registration of the Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificateholders of the Certificates for purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificateholders; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificateholders. All transfers by Certificateholders of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificateholder. Each Depository Participant shall only transfer Book-Entry Certificates of Certificateholders it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. g. If (x)(i) the Depository advises the Trustee in writing that the Depository is no longer willing or able properly to discharge its responsibilities as Depository and (ii) the Trustee is unable to locate a qualified successor or (y) the Depository at its sole option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificateholders, through the Depository, of the occurrence of any such event and of the availability of definitive, fully registered Certificates (the "Definitive Certificates") to Certificateholders requesting the same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates and the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. h. On or prior to the Closing Date, there shall be delivered to the Depository one Certificate, in registered form registered in the name of the Depository's nominee, Cede & Co., the total face amount of which represents 100% of the Class. Each such Certificate registered in the name of the Depositary's nominee shall bear the following legend: "Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Trustee 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 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."