Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates.
(b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b).
(c) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and ...
Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws.
(b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded.
(c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes.
(d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any pr...
Limitation on Transfer of Ownership Rights. No transfer of a beneficial interest in the Trust represented by a Trust Certificate shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit B hereof, (ii) such Person has a net worth as shown by its most recent audited financial statements of not less than the product of $10,000,000 and such Person’s Ownership Percentage after the proposed transfer and (iii) the Owner Trustee shall have received a written Opinion of Counsel in form and substance satisfactory to the Owner Trustee stating that such transfer is exempt from the 1933 Act and any applicable state securities law.
Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate or assignment of an interest in the Lower-Tier REMIC Residual Class (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate or assignment of an interest in the Lower-Tier REMIC Residual Class (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate or Lower-Tier REMIC Residual Class. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a). The Lower-Tier REMIC Residual Class is not transferable except that the Owner of the Tax Matters Person Residual Interest in the Lower-Tier REMIC may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof.
(b) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being ma...
Limitation on Transfer of Ownership Rights. No transfer of a beneficial interest in the Trust represented by a Trust Certificate shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit B hereof, (ii) such Person has a net worth as shown by its most recent audited financial statements of not less than the product of $10,000,000 and such Person's Ownership Percentage after the proposed transfer and (iii) the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such transfer is exempt from the 1933 Act and any applicable state securities law. Further, no transfer of a beneficial interest in the Trust represented by a Trust Certificate or any rights or benefits with respect thereto (including the right to receive distributions) shall be permitted unless Owner Trustee shall have received an opinion of counsel, to the effect that such transfer will not cause the Issuer to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.
Limitation on Transfer of Ownership Rights. (a) Each Owner of a Junior Subordinate Certificate, by its acceptance of any beneficial interest therein, will be deemed to have acknowledged, represented to and agreed with the Depositor, the Initial Purchaser and the Trustee as follows:
(i) It understands and acknowledges that the Junior Subordinate Certificates are being offered in transactions not involving a public offering in the United States within the meaning of the Securities Act, have not been registered under the Securities Act or any other applicable securities laws, and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom or in a transaction not subject thereto, and in compliance with the applicable requirements of the Pooling and Servicing Agreement.
(ii) It acknowledges that none of the Servicer, the Depositor, the Trustee, the Certificate Registrar or the Initial Purchaser nor any person representing the Servicer, the Depositor, the Trustee, the Certificate Registrar or the Initial Purchaser has made any representation to it with respect to the Servicer, the Depositor, any affiliate thereof, the Trust or the offering or sale of any Junior Subordinate Certificates, other than the information contained in the Private Placement Memorandum, which Private Placement Memorandum has been delivered to it and upon which it is solely relying in making its investment decision with respect to the Junior Subordinate Certificates; accordingly, it acknowledges that no representation or warranty is made by the Servicer, the Depositor, the Trustee, the Certificate Registrar or the Initial Purchaser, or any affiliate thereof, as to the accuracy or completeness of such materials; and it has had access to such financial and other information concerning the Servicer, the Depositor, any affiliate thereof, the Trust and the Junior Subordinate Certificates as it has deemed necessary in connection with its decision to purchase any of the Junior Subordinate Certificates, including an opportunity to ask questions of and request information from the Servicer, the Depositor, the Trustee and the Initial Purchaser. It acknowledges that the delivery of the Private Placement Memorandum at any time does not imply that information therein is correct as of any time subsequent to its date.
(iii) It (A)(i) is a QIB, (ii) is aware that the sale to it is being made in reliance on Ru...
Limitation on Transfer of Ownership Rights. Section 3.05.
Limitation on Transfer of Ownership Rights. No Transfer of a Trust Certificate shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, and (ii) the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities law.
Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate or assignment of an interest in the Lower-Tier REMIC Residual Class (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a
Limitation on Transfer of Ownership Rights. No sale or other transfer of any Offered Certificate may be made to the Depositor or the Servicer.
