Common use of Transfer Restrictions and Procedures Clause in Contracts

Transfer Restrictions and Procedures. (a) Each Series 1996-2 Certificate shall be issued as a Definitive Certificate, provided that Class A Certificates and Class B Certificates offered or sold pursuant to Regulation S will be represented initially by two separate Regulation S Temporary Book-Entry Certificates (each a "Series 1996-2 Regulation S Temporary Book-Entry Certificate"). The Series 1996-2 Regulation S Temporary Book-Entry Certificates shall be exchanged on the later of (i) 40 days after the later of (A) the Closing Date and (B) the completion of the distribution of the Series 1996-2 Certificates, as certified by the initial purchasers of such Certificates and (ii) the date on which the requisite certifications are due to and provided to the Trustee (the later of clauses (i) and (ii) is referred to as the "Series 1996-2 Exchange Date") for permanent Book-Entry Certificates (the "Series 1996-2 Unrestricted Book-Entry Certificates," and together with the Series 1996-2 Regulation S Temporary Book-Entry Certificates, the "Series 1996-2 Regulation S Book-Entry Certificates"). The Series 1996-2 Regulation S Temporary Book-Entry Certificates shall be issued in registered form, without coupons, and deposited upon the order of Transferor with the Trustee as custodian for, and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), for credit to the account of the depositaries for Euroclear and Cedel, which depositaries shall, on behalf of Euroclear and Cedel, hold the interests on behalf of Member Organizations, which have rights in respect of the Series 1996-2 Certificates credited to their securities accounts with Euroclear or Cedel from time to time. DTC shall be the Clearing Agency for the Series 1996-2 Certificates. (i) A Certificate Owner holding an interest in a Series 1996-2 Regulation S Temporary Book-Entry Certificate may receive payments in respect of the Class A Certificates or Class B Certificates, as applicable, on the Series 1996-2 Regulation S Temporary Book-Entry Certificate only after delivery to Euroclear or Cedel, as the case may be, of a written certification substantially in the form of a certification in the form set forth in Exhibit E, and upon delivery by Euroclear or Cedel, as the case may be, to the Transfer Agent and Registrar of a certification or certifications substantially in the form set forth in Exhibit F. The delivery by a Certificate Owner of the certification referred to above shall constitute its irrevocable instruction to Euroclear or Cedel, as the case may be, to arrange for the exchange of the Certificate Owner's interest in the applicable Series 1996-2 Regulation S Temporary Book-Entry Certificate for a beneficial interest in the applicable Series 1996-2 Unrestricted Book-Entry Certificate after the Series 1996-2 Exchange Date in accordance with clause (ii) below. (ii) After (i) the Series 1996-2 Exchange Date and (ii) receipt by the Transfer Agent and Registrar of written instructions from Euroclear or Cedel, as the case may be, directing the Transfer Agent and Registrar to credit or cause to be credited to either Euroclear's or Cedel's, as the case may be, depositary's account a beneficial interest in the applicable Series 1996-2 Unrestricted Book-Entry Certificate in a principal amount not greater than that of the beneficial interest in the applicable Series 1996-2 Regulation S Temporary Book-Entry Certificate, the Transfer Agent and Registrar shall instruct DTC to reduce the principal amount of the applicable Series 1996-2 Regulation S Temporary Book-Entry Certificate and increase the principal amount of the applicable Series 1996-2 Unrestricted Book-Entry Certificate, by the principal amount of the beneficial interest in such Series 1996-2 Regulation S Temporary Book-Entry Certificate to be so transferred, and to credit or cause to be credited to the account of a Clearing Agency Participant with DTC a beneficial interest in such Series 1996-2 Unrestricted Book-Entry Certificate having a principal amount of the Series 1996-2 Regulation S Temporary Book-Entry Certificate that was reduced upon the transfer. (iii) Upon return of the entire principal amount of a Series 1996-2 Regulation S Temporary Book-Entry Certificate to Trustee in exchange for beneficial interests in a Series 1996-2 Unrestricted Book-Entry Certificate, Trustee shall cancel such Series 1996-2 Regulation S Temporary Book-Entry Certificate by perforation and shall forthwith destroy it. (c) Holders and Certificate Owners of any Class A Certificates or Class B Certificates shall not (x) transfer, assign or otherwise dispose of any such Certificate represented by a Definitive Certificate or (y) transfer, assign or otherwise dispose of any such Certificate represented by a Series 1996-2 Regulation S Book-Entry Certificate in exchange for a Definitive Certificate unless, in either case (i) such transfer is to be made to a Person which such Holder or Certificate Owner reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is purchasing (1) for its own account or (2) for the account of a "qualified institutional buyer" (as so defined) that is, in either case, aware that such disposition is being made in reliance on Rule 144A under the Securities Act, (ii) such transfer is to be made to a Person which has provided the Trustee, Transferor and the Holder or Certificate Owner of such Certificate with a certificate to the effect that such Person is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act and such Holder or Certificate Owner has caused its prospective transferee to deliver to Transferor, Trustee and such Holder or Certificate Owner an opinion of counsel in a form satisfactory to the Trustee and Transferor, or (iii) such transfer is to be made in the United States in compliance with Rule 144 of the Securities Act if available, upon delivery of an opinion of counsel in a form satisfactory to the Trustee, Transferor and such Holder or Certificate Owner (with respect to clauses (i), (ii) and (iii) above, if the transferee is not an employee benefit plan, retirement arrangement, individual retirement account or ▇▇▇▇▇ plan subject to either Title I of ERISA or Section 4975 of the Internal Revenue Code (each, a "Plan") or an entity using "plan assets" of a Plan to purchase a Certificate), (iv) such transfer is to be made outside the United States to a Person which has provided the Trustee, Transferor and the Holder or Certificate Owner of such Certificate with a certificate to the effect that such Person is not a "U.S. person" (as defined in Rule 901 of Regulation S under the Securities Act), or (v) such transfer is to be made to the Transferor. (d) If a Series 1996-2 Certificate represented by a Series 1996-2 Regulation S Book-Entry Certificate is transferred or exchanged for a Series 1996-2 Certificate represented by a Definitive Certificate, such transfer or exchange shall be made only in accordance with the following procedures. (i) For transfer of a Series 1996-2 Certificate represented by a Definitive Certificate in exchange for an interest in a Series 1996-2 Regulation S Book-Entry Certificate, the Holder of the Definitive Certificate shall, subject to the rules and procedures of DTC, surrender such Definitive Certificate to the Trustee at the Corporate Trust Office, together with irrevocable directions for the Trustee to exchange or cause the exchange of such Definitive Certificate for an equivalent beneficial interest in a Series 1996-2 Regulation S Book-Entry Certificate held by or on behalf of DTC, by credit to the account of a Clearing Agency Participant specified in such directions. Upon receipt by the Trustee of such Definitive Certificate, together with such irrevocable directions and provided that all conditions specified in Section 8.10(c)(iv) have been satisfied as to such transfer, the Trustee shall instruct DTC to increase the principal amount of the applicable Series 1996-2 Regulation S Book-Entry Certificate by the aggregate principal amount of the Definitive Certificate so surrendered, and to credit or cause to be credited to the account of the Clearing Agency Participant specified in such directions a beneficial interest in such Series 1996-2 Regulation S Book-Entry Certificate equal to the principal amount of such Definitive Certificate. (ii) For transfer of an interest in the applicable Series 1996-2 Regulation S Book-Entry Certificate in exchange for a Definitive Certificate, DTC shall, subject to and in accordance with the rules and procedures of DTC, give irrevocable directions for the Trustee (x) to exchange or cause the exchange of such interest for one or more Definitive Certificates in an aggregate principal amount equal to the principal amount of such interest, (y) to issue one or more Definitive Certificates in an amount equal to the beneficial interest in the Series 1996-2 Regulation S Book-Entry Certificate to be exchanged, registered in the name or names specified in such directions and (z) to deliver such Definitive Certificates upon issuance to such address or addresses specified in such directions. Upon receipt by the Trustee of such directions and provided that all conditions specified in Section 8.10(c)(i), (ii) or (iii) have been satisfied as to such transfer, the Trustee shall instruct DTC to reduce a Series 1996-2 Regulation S Book-Entry Certificate by the aggregate principal amount of the interest in the applicable Series 1996-2 Regulation S Book-Entry Certificate to be so exchanged, and Transferor shall execute and the Trustee shall authenticate and deliver, to the address or as otherwise specified in such directions, Definitive Certificates in an aggregate principal amount equal to the beneficial interest in the applicable Series 1996-2 Regulation S Book-Entry Certificate to be so exchanged. Notwithstanding the foregoing, no transfer of an interest in any Series 1996-2 Regulation S Book-Entry Certificate in exchange for a Definitive Certificate shall be permitted prior to the Series 1996-2 Exchange Date. (e) Notwithstanding Section 6.3 of the Pooling Agreement, Transferor shall not execute, and the Transfer Agent and Registrar shall not register the transfer of, any Class C Certificate (i) having a Class C Invested Amount of less than 2.1% of the sum of the aggregate Series Invested Amounts allocable to all outstanding Subject Instruments and the invested amount of the Transferor Interest at such time and, if Transferor so specifies, Enhancements, or (ii) if after giving effect to the execution or transfer of such Class C Certificate, there would be more than 20 Private Holders of Subject Instruments (unless such Class C Certificate is transferred directly by a Structured Lender to a Permitted Transferee). No transfer, assignment or other conveyance of, or sale of a participation interest in, a Class C Certificate (other than by a Structured Lender to a Permitted Transferee) shall be permitted unless the Transfer Agent and Registrar is permitted to register the same in accordance with the immediately preceding sentence. Additionally, no Class C Certificate, or portion thereof, shall be transferred (x) to any Person that is considered a partnership, Subchapter S corporation or grantor trust for federal income tax purposes or (y) on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Internal Revenue Code and any proposed, temporary or final treasury regulation thereunder, including an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. Any attempted transfer, assignment, conveyance, participation or subdivision in contravention of the preceding restrictions, as reasonably determined by Transferor, shall be void ab initio and the purported transferor, seller or subdivider of such Class C Certificate shall be construed to be treated as the Certificateholder of any such Class C Certificate for all purposes of the Pooling Agreement and this Supplement. (f) Notwithstanding Section 6.3 of the Pooling Agreement, no Opinion of Counsel shall be required to be delivered with respect to any transfer of a Class C Certificate to a Permitted Transferee.

Transfer Restrictions and Procedures. (a) Each Series 1996-2 3 Certificate shall be issued as a Definitive Certificate, provided that Class A Certificates and Class B Series 1996-3 Certificates offered or sold pursuant to Regulation S will be represented initially by two separate a Regulation S Temporary Book-Entry Certificates Certificate (each a the "Series 1996-2 3 Regulation S Temporary Book-Entry Certificate"). The Series 1996-2 3 Regulation S Temporary Book-Entry Certificates Certificate shall be exchanged on the later of (i) 40 days after the later of (A) the Closing Date and (B) the completion of the distribution of the Series 1996-2 3 Certificates, as certified by the initial purchasers Purchasers of such Certificates Certificates, and (ii) the date on which the requisite certifications are due to and provided to the Trustee (the later of clauses (i) and (ii) is referred to as the "Series 1996-2 3 Exchange Date") for a permanent Book-Entry Certificates Certificate (the "Series 1996-2 3 Unrestricted Book-Entry CertificatesCertificate," and together with the Series 1996-2 3 Regulation S Temporary Book-Entry CertificatesCertificate, the "Series 1996-2 3 Regulation S Book-Entry Certificates"). The Series 1996-2 3 Regulation S Temporary Book-Entry Certificates Certificate shall be issued in registered form, without coupons, and deposited upon the order of Transferor with the Trustee as custodian for, and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), for credit to the account of the depositaries for Euroclear and Cedel, which depositaries shall, on behalf of Euroclear and Cedel, hold the interests on behalf of Member Organizations, which have rights in respect of the Series 1996-2 3 Certificates credited to their securities accounts with Euroclear or Cedel from time to time. DTC shall be the Clearing Agency for the Series 1996-2 3 Certificates. (i) A Certificate Owner holding an interest in a the Series 1996-2 3 Regulation S Temporary Book-Entry Certificate may receive payments in respect of the Class A Certificates or Class B Certificates, as applicable, on the Series 1996-2 3 Regulation S Temporary Book-Entry Certificate only after delivery to Euroclear or Cedel, as the case may be, of a written certification substantially in the form of a certification in the form set forth in Exhibit EB, and upon delivery by Euroclear or Cedel, as the case may be, to the Transfer Agent and Registrar of a certification or certifications substantially in the form set forth in Exhibit F. C. The delivery by a Certificate Owner of the certification referred to above shall constitute its irrevocable instruction to Euroclear or Cedel, as the case may be, to arrange for the exchange of the Certificate Owner's interest in the applicable Series 1996-2 3 Regulation S Temporary Book-Entry Certificate for a beneficial interest in the applicable Series 1996-2 3 Unrestricted Book-Entry Certificate after the Series 1996-2 3 Exchange Date in accordance with clause (ii) below. (ii) After (i) the Series 1996-2 3 Exchange Date and (ii) receipt by the Transfer Agent and Registrar of written instructions from Euroclear or Cedel, as the case may be, directing the Transfer Agent and Registrar to credit or cause to be credited to either Euroclear's or Cedel's, as the case may be, depositary's account a beneficial interest in the applicable Series 1996-2 3 Unrestricted Book-Entry Certificate in a principal amount not greater than that of the beneficial interest in the applicable Series 1996-2 3 Regulation S Temporary Book-Entry Certificate, the Transfer Agent and Registrar shall instruct DTC to reduce the principal amount of the applicable Series 1996-2 3 Regulation S Temporary Book-Entry Certificate and increase the principal amount of the applicable Series 1996-2 3 Unrestricted Book-Entry Certificate, by the principal amount of the beneficial interest in such the Series 1996-2 3 Regulation S Temporary Book-Entry Certificate to be so transferred, and to credit or cause to be credited to the account of a Clearing Agency Participant with DTC a beneficial interest in such the Series 1996-2 3 Unrestricted Book-Entry Certificate having a principal amount of the Series 1996-2 3 Regulation S Temporary Book-Entry Certificate that was reduced upon the transfer. (iii) Upon return of the entire principal amount of a the Series 1996-2 3 Regulation S Temporary Book-Entry Certificate to Trustee in exchange for beneficial interests in a the Series 1996-2 3 Unrestricted Book-Entry Certificate, Trustee shall cancel such the Series 1996-2 3 Regulation S Temporary Book-Entry Certificate by perforation and shall forthwith destroy it. (c) Holders and Certificate Owners of any Class A Certificates or Class B Certificates shall not (x) transfer, assign or otherwise dispose of any such Certificate represented by If a Definitive Certificate or (y) transfer, assign or otherwise dispose of any such Series 1996-3 Certificate represented by a Series 1996-2 Regulation S Book-Entry Certificate in exchange for a Definitive Certificate unless, in either case (i) such transfer is to be made to a Person which such Holder or Certificate Owner reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is purchasing (1) for its own account or (2) for the account of a "qualified institutional buyer" (as so defined) that is, in either case, aware that such disposition is being made in reliance on Rule 144A under the Securities Act, (ii) such transfer is to be made to a Person which has provided the Trustee, Transferor and the Holder or Certificate Owner of such Certificate with a certificate to the effect that such Person is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act and such Holder or Certificate Owner has caused its prospective transferee to deliver to Transferor, Trustee and such Holder or Certificate Owner an opinion of counsel in a form satisfactory to the Trustee and Transferor, or (iii) such transfer is to be made in the United States in compliance with Rule 144 of the Securities Act if available, upon delivery of an opinion of counsel in a form satisfactory to the Trustee, Transferor and such Holder or Certificate Owner (with respect to clauses (i), (ii) and (iii) above, if the transferee is not an employee benefit plan, retirement arrangement, individual retirement account or ▇▇▇▇▇ plan subject to either Title I of ERISA or Section 4975 of the Internal Revenue Code (each, a "Plan") or an entity using "plan assets" of a Plan to purchase a Certificate), (iv) such transfer is to be made outside the United States to a Person which has provided the Trustee, Transferor and the Holder or Certificate Owner of such Certificate with a certificate to the effect that such Person is not a "U.S. person" (as defined in Rule 901 of Regulation S under the Securities Act), or (v) such transfer is to be made to the Transferor. (d) If a Series 1996-2 Certificate represented by a Series 1996-2 3 Regulation S Book-Entry Certificate is transferred or exchanged for a Series 1996-2 3 Certificate represented by a Definitive Certificate, such transfer or exchange shall be made only in accordance with the following procedures. (i) For transfer of a Series 1996-2 3 Certificate represented by a Definitive Certificate in exchange for an interest in a Series 1996-2 3 Regulation S Book-Entry Certificate, the Holder of the Definitive Certificate shall, subject to the rules and procedures of DTC, surrender such Definitive Certificate to the Trustee at the Corporate Trust Office, together with irrevocable directions for the Trustee to exchange or cause the exchange of such Definitive Certificate for an equivalent beneficial interest in a the Series 1996-2 3 Regulation S Book-Entry Certificate held by or on behalf of DTC, by credit to the account of a Clearing Agency Participant specified in such directions. Upon receipt by the Trustee of such Definitive Certificate, together with such irrevocable directions and provided that all conditions specified in Section 8.10(c)(iv8.2(d) of the Certificate Purchase Agreement have been satisfied as to such transfer, the Trustee shall instruct DTC to increase the principal amount of the applicable Series 1996-2 3 Regulation S Book-Entry Certificate by the aggregate principal amount of the Definitive Certificate so surrendered, and to credit or cause to be credited to the account of the Clearing Agency Participant specified in such directions a beneficial interest in such the Series 1996-2 3 Regulation S Book-Entry Certificate equal to the principal amount of such Definitive Certificate. (ii) For transfer of an interest in the applicable Series 1996-2 3 Regulation S Book-Entry Certificate in exchange for a Definitive Certificate, DTC shall, subject to and in accordance with the rules and procedures of DTC, give irrevocable directions for the Trustee (x) to exchange or cause the exchange of such interest for one or more Definitive Certificates in an aggregate principal amount equal to the principal amount of such interest, (y) to issue one or more Definitive Certificates in an amount equal to the beneficial interest in the Series 1996-2 3 Regulation S Book-Entry Certificate to be exchanged, registered in the name or names specified in such directions and (z) to deliver such Definitive Certificates upon issuance to such address or addresses specified in such directions. Upon receipt by the Trustee of such directions and provided that all conditions specified in Section 8.10(c)(i8.2(a), (iib), (c) or (iiie) of the Certificate Purchase Agreement have been satisfied as to such transfer, the Trustee shall instruct DTC to reduce a the Series 1996-2 3 Regulation S Book-Entry Certificate by the aggregate principal amount of the interest in the applicable Series 1996-2 3 Regulation S Book-Entry Certificate to be so exchanged, and Transferor shall execute and the Trustee shall authenticate and deliver, to the address or as otherwise specified in such directions, Definitive Certificates in an aggregate principal amount equal to the beneficial interest in the applicable Series 1996-2 3 Regulation S Book-Entry Certificate to be so exchanged. Notwithstanding the foregoing, no transfer of an interest in any the Series 1996-2 3 Regulation S Book-Entry Certificate in exchange for a Definitive Certificate shall be permitted prior to the Series 1996-2 3 Exchange Date. (e) Notwithstanding Section 6.3 of the Pooling Agreement, Transferor shall not execute, and the Transfer Agent and Registrar shall not register the transfer of, any Class C Certificate (i) having a Class C Invested Amount of less than 2.1% of the sum of the aggregate Series Invested Amounts allocable to all outstanding Subject Instruments and the invested amount of the Transferor Interest at such time and, if Transferor so specifies, Enhancements, or (ii) if after giving effect to the execution or transfer of such Class C Certificate, there would be more than 20 Private Holders of Subject Instruments (unless such Class C Certificate is transferred directly by a Structured Lender to a Permitted Transferee). No transfer, assignment or other conveyance of, or sale of a participation interest in, a Class C Certificate (other than by a Structured Lender to a Permitted Transferee) shall be permitted unless the Transfer Agent and Registrar is permitted to register the same in accordance with the immediately preceding sentence. Additionally, no Class C Certificate, or portion thereof, shall be transferred (x) to any Person that is considered a partnership, Subchapter S corporation or grantor trust for federal income tax purposes or (y) on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Internal Revenue Code and any proposed, temporary or final treasury regulation thereunder, including an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. Any attempted transfer, assignment, conveyance, participation or subdivision in contravention of the preceding restrictions, as reasonably determined by Transferor, shall be void ab initio and the purported transferor, seller or subdivider of such Class C Certificate shall be construed to be treated as the Certificateholder of any such Class C Certificate for all purposes of the Pooling Agreement and this Supplement. (f) Notwithstanding Section 6.3 of the Pooling Agreement, no Opinion of Counsel shall be required to be delivered with respect to any transfer of a Class C Certificate to a Permitted Transferee.