Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect: (i) Such Person is neither: (1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; or (1) The acquisition, holding and transfer of the Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Note is rated investment grade or better and the Transferee believes that the Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Note; or (iii) Such Person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. (c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect: (i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States; (ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and (i▇▇) ▇▇▇▇▇▇ (A) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. (d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16. (e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16. (i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.
Appears in 4 contracts
Sources: Indenture (Renaissance Home Equity Loan Trust 2006-3), Indenture (Renaissance Home Equity Loan Trust 2006-3), Indenture (Renaissance Home Equity Loan Trust 2006-4)
Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is neither: (1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-2510.3 101) of a Plan; or
(1ii) The acquisition, holding and transfer of the Class N Transferred Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Transferred Note is rated investment grade or better and the Transferee believes that the Class N Transferred Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Transferred Note; or
(iii) Such Person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States;
(ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and
(i▇▇iii) ▇▇▇▇▇▇ Either (A) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Indenture Trustee, the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16.
(e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16.
(i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.
Appears in 1 contract
Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is neither: (1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-2510.3 101) of a Plan; or
(1ii) The acquisition, holding and transfer of the Class N Transferred Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Transferred Note is rated investment grade or better and the Transferee believes that the Class N Transferred Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Transferred Note; or
(iii) Such Person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States;
(ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and
(i▇▇iii) ▇▇▇▇▇▇ Either (A) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Indenture Trustee, the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16.
(e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16.
(i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.
Appears in 1 contract
Sources: Indenture (Renaissance Home Equity Loan Trust 2005-2)
Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is neither: (1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-2510.3 101) of a Plan; or
(1ii) The acquisition, holding and transfer of the Class N Transferred Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Transferred Note is rated investment grade or better and the Transferee believes that the Class N Transferred Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Transferred Note; or
(iii) Such Person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States;
(ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and
(i▇▇iii) ▇▇▇▇▇▇ Either (A) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Indenture Trustee, the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16.
(e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16.
(i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.
Appears in 1 contract
Sources: Indenture (Renaissance Home Equity Loan Trust 2005-3)
Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s 's prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s 's prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is neither: :
(1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “"Plan”"), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “"plan assets” " (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-2510.3 101) of a Plan; or
(1ii) The acquisition, holding and transfer of the Class N Transferred Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Transferred Note is rated investment grade or better and the Transferee believes that the Class N Transferred Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Transferred Note; or
(iii) Such Person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “"plan assets” " of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States;
(ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and
(i▇▇iii) ▇▇▇▇▇▇ Either (A) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “"Plan”"), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “"plan assets” " (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Indenture Trustee, the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “"plan assets” " of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16.
(e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16.
(i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s 's nominee.
Appears in 1 contract
Sources: Indenture (Renaissance Home Equity Loan Trust 2005-1)
Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is neither: (1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation Regulations at 29 C.F.R. Section 2510.3-101) of a Plan; or
(1) The acquisition, holding and transfer of the Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Note is rated investment grade or better and the Transferee believes that the Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Note; or
(iii) Such Person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States;
(ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and
(i▇▇iii) ▇▇▇▇▇▇ (AThe conditions in Section 4.16(b) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenturehave been satisified. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16.
(e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16.
(i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.
Appears in 1 contract
Sources: Indenture (Renaissance Home Equity Loan Trust 2007-1)
Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s 's prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s 's prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is neither: :
(1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “"Plan”"), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “"plan assets” " (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-2510.3 101) of a Plan; or
(1ii) The acquisition, holding and transfer of the Class N Transferred Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Transferred Note is rated investment grade or better and the Transferee believes that the Class N Transferred Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Transferred Note; or
(iii) Such Person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “"plan assets” " of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States;
(ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and
(i▇▇iii) ▇▇▇▇▇▇ Either (A) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “"Plan”"), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “"plan assets” " (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Indenture Trustee, the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “"plan assets” " of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16.
(e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16.
(i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.
Appears in 1 contract
Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is neither: (1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; or
(1ii) The acquisition, holding and transfer of the Class N Transferred Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Transferred Note is rated investment grade or better and the Transferee believes that the Class N Transferred Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Transferred Note; or
(iii) Such Person has provided the Indenture Trustee, the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States;
(ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and
(i▇▇iii) ▇▇▇▇▇▇ Either (A) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Indenture Trustee, the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16.
(e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16.
(i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.
Appears in 1 contract
Transfer Restrictions for Class N Notes. (a) No transfer, sale, pledge or other disposition of any Class N Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. If a transfer of any Class N Note is to be made without registration under the 1933 Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee will be deemed to have represented such certification). None of the Issuer, the Depositor, the Indenture Trustee, the Securities Administrator or the Note Registrar is obligated to register or qualify any Class N Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Class N Note or interest therein without registration or qualification. Any Noteholder desiring to effect a transfer of Class N Notes or interests therein shall, and does hereby agree to, indemnify the Issuer, the Depositor, the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
(b) No Class N Note may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is neither: (1) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (2) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation Regulations at 29 C.F.R. Section 2510.3-101) of a Plan; or
(1) The acquisition, holding and transfer of the Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) the Class N Note is rated investment grade or better and the Transferee believes that the Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Class N Note; or
(iii) Such Person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the purchase, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenture. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(c) No Note sold in an offshore transaction in reliance on Regulation S, may be sold or transferred to a Person unless such Person certifies substantially in the form of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes, such Person will be deemed to have represented such certification), which certification the Securities Administrator may rely upon without further inquiry or investigation, to the following effect:
(i) Such Person is not a U.S. person within the meaning of Regulation S and was, at the time the buy order was originated, outside the United States;
(ii) Such Person understands that such Class N Notes have not been registered under the Securities Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Notes or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Class N Notes, such Class N Notes may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is a qualified institutional buyer that is purchasing such Class N Notes for its own account or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in compliance with the provisions of Regulation S, in each case in compliance with the requirements of this Indenture; and it will notify such transferee of the transfer restrictions specified in this Section 4.16; and
(i▇▇iii) ▇▇▇▇▇▇ (AThe conditions in Section 4.16(b) such Person is neither (i) an employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or Section 4975 of the Code (each, a “Plan”), nor (ii) any Person who is directly or indirectly purchasing such Note or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such Class N Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note is rated investment grade or better and such person believes that such Class N Note is properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat such Class N Note or (C) such person has provided the Securities Administrator and the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer which opines that the acquisition, holding and transfer of such Class N Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Servicer, the Master Servicer or any successor servicer to any obligation in addition to those undertaken in the Indenturehave been satisfied. Notwithstanding the foregoing, a certification will not be required in connection with the initial transfer of any such Note by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or any Person investing “plan assets” of any Plan) and the Note Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Note Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor.
(d) If a Person is acquiring any Class N Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b), (c) and (d) of this Section 4.16.
(e) Notwithstanding any provision to the contrary herein, so long as a Global Security representing the Notes remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security representing the Notes, in whole or in part, shall only be made in accordance with this Section 4.16.
(i) Subject to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global Security representing the Class N Notes shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.
Appears in 1 contract
Sources: Indenture (Renaissance Home Equity Loan Trust 2007-2)