Transfer of the Certificates Sample Clauses
Transfer of the Certificates. (a) A Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate. Each purchaser and transferee of a Definitive Certificate (other than the Retained Certificate), and any fiduciary acting on behalf of a purchaser or transferee of a Definitive Certificate (other than the Retained Certificate), will be required to provide a Certificate Investor Representation Letter substantially in the form of Exhibit B and each purchaser and transferee of a beneficial interest in a Book-Entry Certificate shall be deemed to represent and warrant:
(i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates (other than a sale of the Certificates by the Depositor or any of its Affiliates as part of the initial distribution or any redistribution of the Certificates by the Depositor or any of its Affiliates) to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion or for resale pursuant to Rule 144A;
(ii) such transferee understands that the Certificates will bear the applicable legends substantially as set forth in Section 3.7(g);
(iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend or legends on such Certificates. The transferee acknowledges that no representation is being made by the Issuer as to the availability of any exemption under the Securities Act or any applicable State securities laws for resale of the Certificates;
(iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issu...
Transfer of the Certificates. (a) A Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate, subject to the restrictions set forth in this Section 3.6. Each purchaser and transferee (other than a U.S. Affiliate of the Seller) of a Certificate will be required to provide a Certificate Investor Representation Letter in the form of Exhibit B. By accepting and holding a Certificate (or any interest therein), the holder thereof shall be deemed to have represented and warranted that it is not, and is not purchasing the Certificate (or any interest therein) on behalf of or with any assets of, a Benefit Plan or any governmental, non-U.S., church or any other employee benefit plan or retirement arrangement that is subject to Similar Law. Subject to the transfer restrictions contained herein and in the Certificate, each Certificateholder may transfer all or any portion of the Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.6. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit C, (c) an executed Certificate Investor Representation Letter in the form of Exhibit B and (d) the documents required by clause (c) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such Percentage Interest. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new Percentage Interest. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destr...
Transfer of the Certificates. (a) A Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate, subject to the restrictions set forth in Section 3.5 and this Section 3.7. By accepting and holding a Certificate (or any interest therein), the holder thereof (and, if the holder is a Plan, its fiduciary) shall be deemed to have represented and warranted that it is not, and is not acquiring and will not hold the Certificate (or any interest therein) on behalf of or with any assets of, a Benefit Plan or Plan that is subject to Similar Law. Subject to the transfer restrictions contained herein and in the Certificate, each Certificateholder may transfer all or any portion of the Percentage Interest evidenced by such Certificate (1) upon delivery to the Certificate Registrar of the documents required by Section 3.5 and this Section 3.7, (2) in the case such transfer is the initial transfer of a Certificate (or beneficial interest therein) to a Person that is not the Depositor for U.S. federal income tax purposes, then only if both (x) at least 50% of the Certificates or beneficial interest therein are so transferred to such a Person(s) and (y) a nationally recognized law firm renders an opinion of counsel substantially to the effect that, subject to the assumptions and qualifications therein, for United States federal income tax purposes, while the matter is not free from doubt, to the extent the Issuer is not wholly owned by a single taxpayer for U.S. federal income tax purposes, the activities of the Issuer itself should not cause it to be considered to be engaged in a United States trade or business, (3) and, in the case of a Definitive Certificate, surrender of such Definitive Certificate to the Certificate Registrar. Such transfer may be made by a registered Certificateholder in person or by such Certificateholder’s attorney duly authorized in writing upon (i) in the case of a Definitive Certificate, surrender of such Certificate to the Certificate Registrar accompanied by (x) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require and (y) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (ii) delivery of the documents requ...
Transfer of the Certificates. In connection with the transfer of the 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate, TLI has established a "securities account" as such term is defined in Section 8-501 (a) of the UCC with the SUBI Securities Intermediary (the "TLI SUBI Securities Account"). TLI shall accept the transfer of the 1998-B SUBI Securities Certificate and the 1998-B SUBI Insurance Certificate to the TLI SUBI Securities Account. TMCC hereby agrees to instruct the SUBI Securities Intermediary to credit the transfer of the SUBI Certificate and the 1998-B SUBI Insurance Certificate from the TMCC SUBI Securities Account to the TLI SUBI Securities Account.
Transfer of the Certificates. Section 4.
Transfer of the Certificates. (a) In connection with the issuance of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate, the 1999-A Securities Intermediary has established, in the name of and for the benefit of HTA LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTA LP 1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts Control Agreement. HTA LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate to the HTA LP 1999-A SUBI Securities Account.
(b) In connection with the issuance of the HTB LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate, the 1999-A Securities Intermediary has established, in the name of and for the benefit of HTB LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTB LP 1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts Control Agreement. HTB LP shall accept the transfer of the HTB LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate to the HTB LP 1999-A SUBI Securities Account.
(c) In connection with the subsequent transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate, the 1999-A Securities Intermediary has established, in the name of and for the benefit of HTC LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTC LP 1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts Control Agreement. HTC LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate to the HTC LP 1999-A SUBI Securities...
Transfer of the Certificates. The Transferor shall not sell, transfer, assign, convey or pledge, and shall not permit or allow the sale, transfer, assignment, conveyance or pledge of, any Certificates at any time subsequent to the Date of Issuance to any Person that is an Affiliate of NAFI or the Transferor unless, prior to such sale, transfer, assignment, conveyance or pledge, the Transferor delivers to Financial Security an opinion of counsel addressed to Financial Security and satisfactory to Financial Security in its sole discretion and substantially similar in form and substance to the opinion of counsel delivered on the Date of Issuance as to non-consolidation of the assets and liabilities of (x) the Transferor and NAFI and (y) the Transferor and any such Person that is an Affiliate of the Transferor (other than NAFI); provided, however, that the Transferor shall not sell, transfer, assign, convey or pledge, and shall not permit or allow the sale, transfer, assignment, conveyance or pledge of, any Certificate at any time subsequent to the Date of Issuance to any Person that is not an Affiliate of either the Transferor or NAFI unless, (i) prior to such sale, transfer, assignment, conveyance or pledge, such Person delivers to Financial Security (A) its agreement in writing to the effect that so long as it has any interest in any Certificate such Person shall not become an Affiliate of the Transferor or NAFI and (B) its agreement in writing containing a nonpetition covenant with respect to the Transferor in form and substance satisfactory to Financial Security in its sole discretion, and (ii) the obligations of the Transferor to such Person in connection with such sale, transfer, assignment, conveyance or pledge shall be recourse only to the extent of amounts, if any, received by the Transferor pursuant to Section 3.03(b) of the Spread Account Agreement.
Transfer of the Certificates