Legends; Transfer and Exchange Sample Clauses
Legends; Transfer and Exchange. Restrictions on Transfer of ----------------------------------------------------------- Series 2001-1 Certificates; Tax Treatment. -----------------------------------------
(a) Each Class B Certificate and Class D Certificate will bear a legend substantially in the following form: EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A SERIES 2001-1 CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
(b) Each Class C Certificate will bear a legend substantially in the following form: THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB. THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR ...
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1999-1 Certificates; Tax Treatment.........................45
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1998-1 Securities; Tax Treatment 64
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1995-1 Certificates; Tax Treatment................. 40 SECTION 11. Ratification of Agreement.................................... 43 SECTION 12. Registration of the Class A Certificates under the Securities Exchange Act of 1934.............................. 43 SECTION 13. Counterparts................................................. 44 SECTION 14.
Legends; Transfer and Exchange. Restrictions on Transfer of Se- xxxx 1997-1 Certificates; Tax Treatment ........................................... 69 SECTION 11. Compliance with Withholding Re- quirements .......................................... 74 SECTION 12. Tax Characterization of the Class C Certificates ........................................ 74 SECTION 13. Ratification of Agreement ............................. 75
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1997-1 Variable Funding Certificates; Tax Treatment 65 SECTION 13. Successor Trustee 73 SECTION 14. Notice to Facility Agent 73 SECTION 15. Charge Account Agreements and Credit and Collection Policies 73 SECTION 16. Successor Servicer 74 SECTION 17. Series 1997-1 Investor Exchange; Certificate Defeasance 74 SECTION 18. Ratification of Agreement 75 SECTION 19. Counterparts 75 SECTION 20. GOVERNING LAW 75 SECTION 21. The Trustee 75 SECTION 22. Instructions in Writing 75 SECTION 23. Amendment 76 SECTION 24. Discount Option 76
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1998-2 Securities; Tax Treatment.
(a) The Class A Securities and the Class B Securities will be registered under the Securities Act.
(b) Each Class A Security will bear legends substantially in the form set forth at Exhibit A-1.
(c) Each Class B Security will bear legends substantially in the form set forth at Exhibit A-2.
(d) Each Class D Security will bear legends substantially in the form set forth at Exhibit A-3.
(e) The Collateral Interest shall be subject to the restrictions on transfer set forth in the Loan Agreement, including Section 8.09
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1999-1 Certificates; Tax Treatment 69 SECTION 13. Additional Series 1999-1 Provisions 77 SECTION 14. Ratification of Agreement 82 SECTION 15. Counterparts 82 SECTION 16. GOVERNING LAW 82 SECTION 17. The Trustee 82 SECTION 18. Instructions in Writing 82 SECTION 19. Provision of Information to Certificateholders 83 SECTION 20. Limitation of Liability 83 SECTION 21. Insurer as Third Party Beneficiary 83 SECTION 22. Certain Matters Relating to the Policy and the Insurer 83 EXHIBITS EXHIBIT A Form of Class E Certificate EXHIBIT B Form of Monthly Class D Certificateholders' Statement EXHIBIT C Form of Monthly Certificateholders' Statement EXHIBIT D Form of Confirmation EXHIBIT E Form of Transfer Request EXHIBIT F Form of Investment Letter EXHIBIT G Form of Receipt Letter This SERIES 1999-1 SUPPLEMENT, dated as of November 9, 1999 (this "Series Supplement"), by and among SRI RECEIVABLES PURCHASE CO., INC., a corporation organized and existing under the laws of the State of Delaware, as Transferor (the "Transferor"), SPECIALTY RETAILERS, INC., a corporation organized and existing under the laws of Texas, as Servicer (the "Servicer"), and BANKERS TRUST (DELAWARE), a banking corporation organized and existing under the laws of the State of Delaware, as trustee (together with its successors in trust thereunder as provided in the Agreement referred to below, the "Trustee") under the Second Amended and Restated Pooling and Servicing Agreement dated as of November 1, 1999 (the "Agreement"), among the Transferor, the Servicer and the Trustee.
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1998-3
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1997-1 Certificates; Tax Treatment . . . . . . . . . . . . . . . . 49 SECTION 13. Sale of Class B Certificates . . . . . . . . . 54