Common use of Green Tree Floorplan Clause in Contracts

Green Tree Floorplan. Funding Corp. shall be prohibited from transferring any interest in or portion of the Class D Certificates unless, prior to such transfer, it shall have delivered to the Trustee an Opinion of Counsel to the effect that such proposed transfer will not adversely affect the Federal, Minnesota or Delaware income tax characterization of any outstanding Series of Investor Certificates or the taxability (or tax characterization) of the Trust under Federal, Minnesota or Delaware income tax laws. In no event shall the Transferor be permitted to transfer any interest in or portion of the Class D Certificates if, after giving effect to such proposed transfer, taking into account the certificates whose transfer is proposed, more than 20% (by Invested Amount and by value) of the outstanding certificates issued by the Trust with respect to which no Opinion of Counsel was issued that the applicable class would be treated as debt for federal income tax purposes (including the Exchangeable Transferor Certificate and each Transferor Retained Class) would not be beneficially owned by Green Tree Floorplan Funding Corp. In no event shall any interest in or portion of the Class D Certificates be transferred to Green Tree. As a condition to transfer of an interest in or portion of the Class D Certificates, the transferee shall be required to agree not to institute against, or join any other Person in instituting against, the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all Investor Certificates are paid in full. The Transferor shall provide prompt written notice to the Rating Agencies of any such transfer.

Green Tree Floorplan. Funding Corp. shall be prohibited from transferring any interest in or portion of the Class D Certificates unless, prior to such transfer, it shall have delivered to the Trustee an Opinion of Counsel to the effect that such proposed transfer will not adversely affect the Federal, Federal or Minnesota or Delaware -43- income tax characterization of any outstanding Series of Investor Certificates or the taxability (or tax characterization) of the Trust under Federal, Minnesota or Delaware income tax laws. In no event shall the Transferor be permitted to transfer any interest in or portion of the Class D Certificates if, after giving effect to such proposed transfer, taking into account the certificates whose transfer is proposed, more than 20% (by Invested Amount and by value) of the outstanding certificates issued by the Trust with respect to which no Opinion of Counsel was issued that the applicable class would be treated as debt for federal income tax purposes (including the Exchangeable Transferor Certificate and each Transferor Retained Class) would not be beneficially owned by Green Tree Floorplan Funding Corp. In no event shall any interest in or portion of the Class D Certificates be transferred to Green Tree. As a condition to transfer of an interest in or portion of the Class D Certificates, the transferee shall be required to agree not to institute against, or join any other Person in instituting against, the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all Investor Certificates are paid in full. The Transferor shall provide prompt written notice to the Rating Agencies of any such transfer.

Green Tree Floorplan. Funding Corp. shall be prohibited from transferring any interest in or portion of the Class D Certificates unless, prior to such transfer, it shall have delivered to the Trustee an Opinion of Counsel to the effect that such proposed transfer will not adversely affect the Federal, Federal or Minnesota or Delaware income tax characterization of any outstanding Series of Investor Certificates or the taxability (or tax characterization) of the Trust under Federal, Minnesota or Delaware income tax laws. In no event shall the Transferor be permitted to transfer any interest in or portion of the Class D Certificates if, after giving effect to such proposed transfer, taking into account the certificates whose transfer is proposed, more than 20% (by Invested Amount and by value) of the outstanding certificates issued by the Trust with respect to which no Opinion of Counsel was issued that the applicable class would be treated as debt for federal income tax purposes (including the Exchangeable Transferor Certificate and each Transferor Retained Class) would not be beneficially owned by Green Tree Floorplan Funding Corp. In no event shall any interest in or portion of the Class D Certificates be transferred to Green Tree. As a condition to transfer of an interest in or portion of the Class D Certificates, the transferee shall be required to agree not to institute against, or join any other Person in instituting against, the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all Investor Certificates are paid in full. The Transferor shall provide prompt written notice to the Rating Agencies of any such transfer.