Transfer of Retained Notes Clause Samples

The "Transfer of Retained Notes" clause governs the conditions under which any notes or securities that are retained by a party, often the originator or sponsor in a securitization transaction, may be transferred to another party. Typically, this clause outlines restrictions on transfer, such as requiring the consent of other parties, compliance with regulatory requirements, or limitations on who may receive the notes. For example, it may prohibit transfers to competitors or require that the transferee meets certain creditworthiness standards. The core function of this clause is to maintain control over who holds significant interests in the transaction, thereby managing risk and ensuring regulatory compliance.
Transfer of Retained Notes. Any Retained Notes will not be treated as issued or outstanding for U.S. federal income tax purposes as of the Closing Date. With respect to any Retained Notes that are sold or otherwise transferred after the Closing Date in a manner that results in any such Note becoming treated as issued and outstanding for U.S. federal income tax purposes (a “Later-Sold Note”), such sale or transfer shall not be effective unless (A) the Trust, the Owner Trustee and the Indenture Trustee receive a Debt Opinion with respect to such Later-Sold Note (which such opinion shall include the Class, Note Balance and “CUSIP” number of such Later-Sold Note) and (B) either (i) such Later-Sold Note has a “CUSIP” number that is different than that of any other outstanding Note immediately prior to such sale or can otherwise be separately tracked for reporting of original issue discount or (ii) for U.S. federal income tax purposes, such Later-Sold Note has the same issue price and issue date as any outstanding Notes that have the same “CUSIP” number as such Later-Sold Note.
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Transfer of Retained Notes. The Custodian and the Depositor acknowledge that, pursuant to Section 4.4 of the True-up Trust Agreement, the Retained Notes may not be transferred to any person unless the Custodian has received an opinion of counsel that such Retained Notes once transferred will be treated as debt for U.S. federal income tax purposes. The Custodian and the Depositor further acknowledge that the Depositor is acquiring the Retained Notes from the True-up Trust solely to facilitate the sale of the Retained Notes to RBC Capital Markets, LLC, as underwriter (the “Underwriter”). Accordingly, the Custodian, the True-up Trust and Depositor acknowledge that the transfer of the Retained Notes to the Depositor will not be treated as a transfer requiring the issuance of a tax opinion to the Custodian, and that the Custodian will receive an opinion of counsel that effective upon the transfer of the Retained Notes by the Depositor on behalf of the True-Up Trust to the Underwriter on the date hereof, the Retained Notes held by parties unaffiliated with the Trust will be treated as debt for U.S. federal income tax purposes.
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Transfer of Retained Notes. The Custodian and the Depositor acknowledge that, pursuant to Section 4.4 of the True-up Trust Agreement, the Retained Notes may not be transferred to any person unless the Custodian has received an opinion of counsel that such Retained Notes once transferred will be treated as debt for U.S. federal income tax purposes. The Custodian and the Depositor further acknowledge that the Depositor is acquiring the Retained Notes from the True-up Trust solely to facilitate the sale of the Retained Notes to RBC Capital Markets, LLC, as underwriter with respect to the 2023-1 Class B Notes and the 2024-6 Class B Notes and as initial purchaser with respect to the 2025-6 Class B Notes (in each such capacity, the “Purchaser”). Accordingly, the Custodian, the True-up Trust and Depositor acknowledge that the transfer of the Retained Notes to the Depositor will not be treated as a transfer requiring the issuance of a tax opinion to the Custodian, and that the Custodian will receive an opinion of counsel that effective upon the transfer of the Retained Notes by the Depositor on behalf of the True-Up Trust to the Purchaser on the date hereof, the Retained Notes held by parties unaffiliated with the Trust will be treated as debt for U.S. federal income tax purposes.
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Transfer of Retained Notes. Upon the sale or transfer of all of the Retained Notes (or interest therein) such that the Retained Notes will be treated as issued and outstanding for United States Federal income tax purposes, the sale or transfer of such Retained Notes shall be subject to the requirement for an Issuer Tax Opinion.
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Related to Transfer of Retained Notes

  • Transfer of Notes (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holders have consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, or (iii) such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holders. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the related Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to any Borrower Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. (b) Except for a Transfer made in connection with a Securitization, or a Transfer made by an Initial Note Holder to an Affiliate, at least five (5) days prior to a transfer of any Note, the transferring Holder shall provide to the other Holders and, if any Certificates are outstanding, to the Rating Agencies, a certification that such transfer will be made in accordance with this Section 12, such certification to include (1) the name and contact information of the transferee and (2) if applicable, a certification by the transferee that it is a Qualified Transferee. (c) The Holders acknowledge that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that such Rating Agencies may charge the transferring Holder customary fees in connection with providing such Rating Agency Confirmation. (d) Notwithstanding anything to the contrary contained herein, each Holder may pledge or transfer (a “Pledge”) its Note to any entity (other than any Borrower Party) that has extended a credit facility to such Holder or has entered into a repurchase agreement with such Holder and that, in each case, is either a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Note Pledgee”), or to a Person with respect to which a Rating Agency Confirmation has been obtained, on terms and conditions set forth in this Section 12(d), it being further agreed that a financing provided by a Note Pledgee to any Holder or any Affiliate that controls such Holder that is secured by such Holder’s interest in its respective Note and is structured as a repurchase arrangement, shall qualify as a “Pledge” hereunder on the condition that all applicable terms and conditions of this Section 12(d) are complied with. A Note Pledgee that is not a Qualified Transferee may not take title to a Note without a Rating Agency Confirmation. Upon written notice, if any, by the pledging Holder to the other Holders and any Master Servicer that a Pledge has been effected (including the name and address of the applicable Note Pledgee), the other Holders agree to acknowledge receipt of such notice and thereafter agree: (i) to give such Note Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default such Holder has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Holder in respect of its obligations to the other Holders hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement (if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof) shall be effective against such Note Pledgee without the written consent of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Note Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the other Holders shall accept any cure by such Note Pledgee of any default of the pledging Holder which such pledging Holder has the right to effect hereunder, as if such cure were made by such pledging Holder; (v) that the other Holders or any Servicer shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the other Holders; and (vi) that, upon written notice (a “Redirection Notice”) to any Master Servicer by such Note Pledgee that the pledging Holder is in default beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Note Pledgee pursuant to the applicable credit agreement or other agreements relating to the Pledge between the pledging Holder and such Note Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note Pledgee (or at any time that pledging Holder otherwise directs that such payment be made to Note Pledgee pursuant to a separate notice) shall be entitled to receive any payments that any Servicer would otherwise be obligated to make to the pledging Holder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the other Holders and any Servicer from any liability to the pledging Holder on account of any Holder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or other Holders in good faith to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law, the pledge agreement, repurchase agreement or similar agreement between the pledging Holder and the Note Pledgee and this Agreement. In such event, or if the pledging holder otherwise assigns its interests to the Note Pledgee, the other Holders and any Master Servicer shall recognize such Note Pledgee (and any transferee (other than any Borrower Party) that is also a Qualified Transferee at any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and such Person’s successor and assigns, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee or Qualified Transferee shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions of this Agreement. The rights of a Note Pledgee under this Section 12(d) shall remain effective as to any Holder (and any Servicer) unless and until such Note Pledgee shall have notified such Holder (and any Servicer, as applicable) in writing that its interest in the pledged Note has terminated.