Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate Registrar. The Issuer shall cause to be kept at the Indenture Trustee's Corporate Trust Office a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. Each Person who has or who acquires any Note (other than a Class B-2 Note) shall be deemed by the acceptance or acquisition of such Note to have represented that the either (1) it is not acquiring the Note with the assets of a Plan or (2) the acquisition and holding of a Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code as a result of any of the above-mentioned Persons being a "Party in Interest" (within the meaning of ERISA) or Disqualified Person (within the meaning of the Code). No Class B-2 Note may be sold or transferred unless: (1) the transferee is not a Plan or any other person acting on behalf of a Plan, or using the assets of a Plan to acquire such Notes; or (2) the transferee is a Plan and has provided the Issuer and the Indenture Trustee an Opinion of Counsel satisfactory to the Issuer and the Indenture Trustee that the purchase, holding and transfer of the Class B-2 Notes or interests therein is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Owner Trustee or the Indenture Trustee to any obligation in addition to those undertaken in this Agreement. The Class B-2 Notes cannot be sold or transferred to Non-United States Persons. No transfer, sale, pledge or other disposition of a Class B-2 Note shall be made unless such transfer, sale, pledge or other disposition 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 of any such transfer, the Indenture Trustee prior to such transfer either (i) shall require the transferee to execute an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Indenture Trustee) which investment letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and which investment letter states that, among other things, such transferee (a) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (b) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) may require the delivery of a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee 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 made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and (b) shall require the transferee to execute a representation letter, substantially in the form of Exhibit D hereto, and the transferor to execute a representation letter, substantially in the form of Exhibit E hereto, each acceptable to and in form and substance satisfactory to the Indenture Trustee certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor. Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Class of Note at the Corporate Trust Office, the Issuer shall execute and the Note Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in authorized initial Note Balances evidencing the same aggregate Percentage Interests. Subject to the foregoing, at the option of the Noteholders, Notes may be exchanged for other Notes of the same Class and of like tenor, in authorized initial Note Balances evidencing the same aggregate Percentage Interests upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Note Registrar. Whenever any Notes are so surrendered for exchange, the Indenture Trustee shall execute and the Note Registrar shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive. Each Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing with such signature guaranteed by a commercial bank or trust company located or having a correspondent located in the city of New York. Notes delivered upon any such transfer or exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Notes surrendered. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. All Notes surrendered for registration of transfer and exchange shall be canceled by the Note Registrar and delivered to the Indenture Trustee for subsequent destruction without liability on the part of either. The Issuer hereby appoints the Indenture Trustee as Certificate Registrar to keep at its Corporate Trust Office a Certificate Register pursuant to Section 3.09 of the Owner Trust Agreement in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges thereof pursuant to Section 3.05 of the Owner Trust Agreement. The Indenture Trustee hereby accepts such appointment.
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Samples: Indenture (Deutsche Alt-a Securities Inc), Indenture (Nomura Asset Acceptance Corp), Indenture (PHH Mortgage Capital LLC)
Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate Registrar. The Issuer shall cause to be kept at the Indenture Trustee's ’s Corporate Trust Office a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. Each Person purchaser of a Note who has is a trustee of a plan subject to the Employee Retirement Income Security Act of 1974, as amended, or who acquires Section 4975 of the Internal Revenue Code of 1986 (the “Code”) (each, a “Plan”) or is acting on behalf of a Plan, or using Plan assets to effect such transfer, is required to provide written confirmation (or in the case of any such Note (other than a Class B-2 Note) shall transferred in book-entry form, will be deemed to have confirmed) that at the time of such transfer such Notes are rated at least investment grade, and that such transferee believes that such Notes are properly treated as indebtedness without substantial equity features for purposes of the regulations promulgated by the acceptance or acquisition United States Department of Labor at 29 C.F.R. Section 2510.3-101, and agrees to so treat such Note to have represented Notes and that the either (1) it is not acquiring the Note with the assets of a Plan or (2) the acquisition and holding of a Note such Notes will not give rise to a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code as a result of any Code. Regardless of the above-mentioned Persons being a "Party in Interest" (within the meaning rating of ERISA) or Disqualified Person (within the meaning of the Code). No Class B-2 Note may be sold or transferred unless: (1) the transferee is not a Plan or any other person acting on behalf of a Plan, or using the assets of a Plan to acquire such Notes; , a prospective purchaser or (2) the transferee is a Plan and has provided the Issuer and may instead provide the Indenture Trustee with an Opinion opinion of Counsel satisfactory to counsel, which opinion of counsel will not be at the Issuer and expense of the Indenture Trustee Trustee, the Issuer, the Servicer or the Underwriter, which opines that the purchase, holding and transfer of the Class B-2 Notes such note or interests interest therein is permissible under applicable law, will not constitute or result in any a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Indenture Trustee, the Issuer, the Owner Trustee Servicer or the Indenture Trustee Underwriter to any obligation in addition to those undertaken in this AgreementIndenture. The Class B-2 If any Beneficial Owner that is required under this Section 4.02 to transfer its Book-Entry Notes cannot be sold in the form of Definitive Notes, (i) notifies the Indenture Trustee of such transfer or transferred exchange and (ii) transfers such Book-Entry Notes to Nonthe Indenture Trustee, in its capacity as such, through the book-United States Persons. No transfer, sale, pledge or other disposition of a Class B-2 Note shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements entry facilities of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In Depository, then the event Indenture Trustee shall decrease the balance of any such transferBook-Entry Notes or, the Indenture Trustee prior shall use reasonable efforts to such transfer either (i) shall require cause the transferee to execute an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory surrender to the Indenture Trustee) which investment letters shall not be an expense Note Registrar of such Book-Entry Notes by the TrustDepository, and thereupon, the Indenture TrusteeTrustee shall execute, the Servicer authenticate and deliver to such Beneficial Owner or the Depositor its designee one or more Definitive Notes in authorized denominations and which investment letter states that, among other things, such transferee (a) is with a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (b) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) may require the delivery of a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee 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 made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and (b) shall require the transferee to execute a representation letter, substantially in the form of Exhibit D hereto, and the transferor to execute a representation letter, substantially in the form of Exhibit E hereto, each acceptable to and in form and substance satisfactory to the Indenture Trustee certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositorlike aggregate principal amount. Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Class of Note at the Corporate Trust Office, the Issuer shall execute and the Note Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in authorized initial Note Balances evidencing the same aggregate Percentage Interests. Subject to the foregoing, at the option of the Noteholders, Notes may be exchanged for other Notes of the same Class and of like tenor, in authorized initial Note Balances evidencing the same aggregate Percentage Interests upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Note Registrar. Whenever any Notes are so surrendered for exchange, the Indenture Trustee Issuer shall execute and the Note Registrar shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive. Each Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar duly executed by, the Holder thereof or his such Holder’s attorney duly authorized in writing with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company located or having a correspondent located participation in the city Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of New York1934, as amended. Notes delivered upon any such transfer or exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Notes surrendered. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. All Notes surrendered for registration of transfer and exchange shall be canceled by the Note Registrar and delivered to the Indenture Trustee for subsequent destruction without liability on the part of eitherdestruction. The Issuer hereby appoints the Indenture Trustee as Certificate Registrar to keep at its Corporate Trust Office a Certificate Register pursuant to Section 3.09 3.05 of the Owner Trust Agreement in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges thereof pursuant to Section 3.05 3.09 of the Owner Trust Agreement. The Indenture Trustee hereby accepts such appointment.
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Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate Registrar. The Issuer Issuing Entity shall cause to be kept at the Indenture Trustee's Corporate Trust Office a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. Each Person who has or who acquires any Note (other than a Class B-2 Note) shall be deemed by the acceptance or acquisition of such Note to have represented that the either (1) it is not acquiring the Note with the assets of a Plan or (2) the acquisition and holding of a Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code as a result of any of the above-mentioned Persons being a "“Party in Interest" ” (within the meaning of ERISA) or Disqualified Person (within the meaning of the Code). No Class B-2 Note may be sold or transferred unless: (1) the transferee is not a Plan or any other person acting on behalf of a Plan, or using the assets of a Plan to acquire such Notes; or (2) the transferee is a Plan and has provided the Issuer Issuing Entity and the Indenture Trustee an Opinion of Counsel satisfactory to the Issuer Issuing Entity and the Indenture Trustee that the purchase, holding and transfer of the Class B-2 Notes or interests therein is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the IssuerIssuing Entity, the Owner Trustee or the Indenture Trustee to any obligation in addition to those undertaken in this Agreement. The Class B-2 Notes cannot be sold or transferred to Non-United States Persons. No transfer, sale, pledge or other disposition of a Class B-2 Note shall be made unless such transfer, sale, pledge or other disposition 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 of any such transfer, the Indenture Trustee prior to such transfer either (i) shall require the transferee to execute an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Indenture Trustee) which investment letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and which investment letter states that, among other things, such transferee (a) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (b) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) may require the delivery of a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee 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 made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and (b) shall require the transferee to execute a representation letter, substantially in the form of Exhibit D hereto, and the transferor to execute a representation letter, substantially in the form of Exhibit E hereto, each acceptable to and in form and substance satisfactory to the Indenture Trustee certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor. Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Class of Note at the Corporate Trust Office, the Issuer Issuing Entity shall execute and the Note Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in authorized initial Note Balances evidencing the same aggregate Percentage Interests. Subject to the foregoing, at the option of the Noteholders, Notes may be exchanged for other Notes of the same Class and of like tenor, in authorized initial Note Balances evidencing the same aggregate Percentage Interests upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Note Registrar. Whenever any Notes are so surrendered for exchange, the Indenture Trustee shall execute and the Note Registrar shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive. Each Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing with such signature guaranteed by a commercial bank or trust company located or having a correspondent located in the city of New York. Notes delivered upon any such transfer or exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Notes surrendered. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. All Notes surrendered for registration of transfer and exchange shall be canceled by the Note Registrar and delivered to the Indenture Trustee for subsequent destruction without liability on the part of either. The Issuer Issuing Entity hereby appoints the Indenture Trustee as Certificate Registrar to keep at its Corporate Trust Office a Certificate Register pursuant to Section 3.09 of the Owner Trust Agreement in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges thereof pursuant to Section 3.05 of the Owner Trust Agreement. The Indenture Trustee hereby accepts such appointment.
Appears in 1 contract
Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate Registrar. The Issuer shall cause to be kept at the Indenture Trustee's Corporate Trust Office a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. Each Person who has or who acquires any Note (other than a Class B-2 Note) shall be deemed by the acceptance or acquisition of such Note to have represented that the either (1) it is not acquiring the Note with the assets of a Plan or (2) the acquisition and holding of a Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code as a result of any of the above-mentioned Persons being a "Party in Interest" (within the meaning of ERISA) or Disqualified Person (within the meaning of the Code). No Class B-2 Note may be sold or transferred unless: (1) the transferee is not a Plan or any other person acting on behalf of a Plan, or using the assets of a Plan to acquire such Notes; or (2) the transferee is a Plan and has provided the Issuer and the Indenture Trustee an Opinion of Counsel satisfactory to the Issuer and the Indenture Trustee that the purchase, holding and transfer of the Class B-2 Notes or interests therein is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Owner Trustee or the Indenture Trustee to any obligation in addition to those undertaken in this Agreement. The Class B-2 Notes cannot be sold or transferred to Non-United States Persons. No transfer, sale, pledge or other disposition of a Class B-2 Note shall be made unless such transfer, sale, pledge or other disposition 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 of any such transfer, the Indenture Trustee prior to such transfer either (i) shall require the transferee to execute an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Indenture Trustee) which investment letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and which investment letter states that, among other things, such transferee (a) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (b) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) may require the delivery of a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee 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 made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and (b) shall require the transferee to execute a representation letter, substantially in the form of Exhibit D hereto, and the transferor to execute a representation letter, substantially in the form of Exhibit E hereto, each acceptable to and in form and substance satisfactory to the Indenture Trustee certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor. Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Class of Note at the Corporate Trust Office, the Issuer shall execute and the Note Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in authorized initial Note Balances evidencing the same aggregate Percentage Interests. Subject to the foregoing, at the option of the Noteholders, Notes may be exchanged for other Notes of the same Class and of like tenor, in authorized initial Note Balances evidencing the same aggregate Percentage Interests upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Note Registrar. Whenever any Notes are so surrendered for exchange, the Indenture Trustee shall execute and the Note Registrar shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive. Each Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing with such signature guaranteed by a commercial bank or trust company located or having a correspondent located in the city of New York. Notes delivered upon any such transfer or exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Notes surrendered. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. All Notes surrendered for registration of transfer and exchange shall be canceled by the Note Registrar and delivered to the Indenture Trustee for subsequent destruction without liability on the part of either. The Issuer hereby appoints the Indenture Trustee as Certificate Registrar to keep at its Corporate Trust Office a Certificate Register pursuant to Section 3.09 of the Owner Trust Agreement in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges thereof pursuant to Section 3.05 of the Owner Trust Agreement. The Indenture Trustee hereby accepts such appointment.Trust
Appears in 1 contract
Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate Registrar. The Issuer shall cause to be kept at the Indenture Trustee's ’s Corporate Trust Office a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. Each Person who has or who acquires any purchaser of a Note (other than a Class B-2 1B-1 Note and Class 1B-2 Note), who is a trustee of a plan subject to the Employee Retirement Income Security Act of 1974, as amended or section 4975 of the Code (a “Plan”) shall or is acting on behalf of a Plan, or using Plan assets to effect such transfer, is required to provide written confirmation (or in the case of any such Note transferred in book-entry form, will be deemed by to have confirmed) that at the acceptance or acquisition time of such Note transfer such Notes are rated at least investment grade, and that such transferee believes that such Notes are properly treated as indebtedness without substantial equity features for purposes of the regulations, and agrees to have represented so treat such Notes and that the either (1) it is not acquiring the Note with the assets of a Plan or (2) the acquisition and holding of a Note such notes will not give rise to a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code as a result of any Internal Revenue Code. Regardless of the above-mentioned Persons being a "Party in Interest" (within the meaning rating of ERISA) or Disqualified Person (within the meaning of the Code). No Class B-2 Note may be sold or transferred unless: (1) the transferee is not a Plan or any other person acting on behalf of a Plan, or using the assets of a Plan to acquire such Notes; , a prospective purchaser or (2) the transferee is a Plan and has provided the Issuer and may instead provide the Indenture Trustee with an Opinion opinion of Counsel satisfactory to counsel, which opinion of counsel will not be at the Issuer and expense of the Indenture Trustee Trustee, the Issuer, the Servicers or the Underwriter, which opines that the purchase, holding and transfer of the Class B-2 Notes such note or interests interest therein is permissible under applicable law, will not constitute or result in any a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code and will not subject the Indenture Trustee, the Issuer, the Owner Trustee Servicers or the Indenture Trustee Underwriter to any obligation in addition to those undertaken in this Agreement. The Class B-2 Notes cannot be sold or transferred to Non-United States PersonsIndenture. No transfer, sale, pledge or other disposition of a Class B-2 1B-1 Note and Class 1B-2 Note shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with said Act and laws. In Except as otherwise provided in this Section 4.02, in the event that a transfer of any such transfera Class 1B-1 Note or Class 1B-2 Note is to be made, (i) unless the Depositor directs the Indenture Trustee otherwise in writing, the Indenture Trustee prior to such transfer either (i) shall require the transferee to execute an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Indenture Trustee) which investment letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and which investment letter states that, among other things, such transferee (a) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (b) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) may require the delivery of a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Trustee, the Issuer and the Depositor 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 made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Indenture Trustee, the Servicer or Trust Estate, the Depositor Depositor, the Issuer, the Servicers, and (bii) the Indenture Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit D hereto, and the Indenture Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit E hereto, each acceptable to and in form and substance satisfactory to the Depositor, the Issuer and the Indenture Trustee certifying to the Depositor, the Issuer and the Indenture Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the TrustIndenture Trustee, the Trust Estate, the Depositor, the Issuer or the Servicers. In lieu of the requirements set forth in the preceding sentence, transfers of Class 1B-1 Notes and Class 1B-2 Notes may be made in accordance with this Section 4.02 if the prospective transferee of such a Certificate provides the Indenture Trustee, the Servicer Depositor and the Issuer with an investment letter substantially in the form of Exhibit F attached hereto, which investment letter shall not be an expense of the Indenture Trustee, the Issuer, the Trust Estate, the Depositor, the Servicers, and which investment letter states that, among other things, such transferee (i) is a “qualified institutional buyer” as defined under Rule 144A, acting for its own account or the accounts of other “qualified institutional buyers” as defined under Rule 144A, and (ii) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of a Class 1B-1 Note or Class 1B-2 Note desiring to effect any transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Indenture Trustee, the Administrator, the Depositor, the Servicers, the Issuer and the Note Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and this Indenture. In the case of any Class 1B-2 Notes presented for registration in the name of any Person, either (i) the Indenture Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Depositor and the Issuer to the effect that the purchase or holding of such Class 1B-2 Notes is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Indenture Trustee, the Issuer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Indenture or the Servicing Agreement, which Opinion of Counsel shall not be an expense of the Indenture Trustee, the Issuer, the Depositor, the Servicers, or (ii) the prospective transferee shall be required to provide the Indenture Trustee and the Depositor with a certification to the effect set forth in Exhibit F, which the Indenture Trustee may rely upon without further inquiry or investigation, in order to establish that such transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan or arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any such plan) who is using “plan assets” of any such plan to effect such acquisition (each of the foregoing, a “Plan Investor”). If any such transfer of a Class 1B-1 Note or Class 1B-2 Note held by the related transferor and also to be held by the related transferee in the form of a Book-Entry Note is to be made without registration under the Securities Act, the transferor will be deemed to have made as of the transfer date each of the representations and warranties set forth on Exhibit E hereto in respect of such Class 1B-1 Note or Class 1B-2 Note and the transferee will be deemed to have made as of the transfer date each of the representations and warranties set forth on Exhibit F hereto in respect of such Class 1B-1 Note or Class 1B-2 Note. No transfer of any Class 1B-1 Note or Class 1B-2 Note that is a Book-Entry Note or interest therein shall be made by any related Beneficial Owner except (A) in the manner set forth in the preceding paragraph and in reliance on Rule 144A under the 1933 Act to a “qualified institutional buyer” that is acquiring such Book-Entry Note for its own account or for the account of another “qualified institutional buyer” or (B) in the manner set forth in the second preceding paragraph and in the form of a Definitive Note. If any Beneficial Owner that is required under this Section 4.02 to transfer its Book-Entry Notes in the form of Definitive Notes, (i) notifies the Indenture Trustee of such transfer or exchange and (ii) transfers such Book-Entry Notes to the Indenture Trustee, in its capacity as such, through the book-entry facilities of the Depository, then the Indenture Trustee shall decrease the balance of such Book-Entry Notes or, the Indenture Trustee shall use reasonable efforts to cause the surrender to the Note Registrar of such Book-Entry Notes by the Depository, and thereupon, the Indenture Trustee shall execute, authenticate and deliver to such Beneficial Owner or its designee one or more Definitive Notes in authorized denominations and with a like aggregate principal amount. Subject to the provisions of this Section 4.02 governing registration of transfer and exchange, Class 1B-1 Notes or Class 1B-2 Notes (i) held as Definitive Notes may be transferred in the form of Book-Entry Notes in reliance on Rule 144A under the 1933 Act to one or more “qualified institutional buyers” that are acquiring such Definitive Notes for their own accounts or for the accounts of other “qualified institutional buyers” and (ii) held as Definitive Notes by a “qualified institutional buyer” for its own account or for the account of another “qualified institutional buyer” may be exchanged for Book-Entry Notes, in each case upon surrender of such Class 1B-1 Notes or Class 1B-2 Notes for registration of transfer or exchange at the offices of the Indenture Trustee maintained for such purpose. Whenever any such Class 1B-1 Notes or Class 1B-2 Notes are so surrendered for transfer or exchange, either the Indenture Trustee shall increase the balance of the related Book-Entry Notes or the Indenture Trustee shall execute, authenticate and deliver the Book-Entry Notes for which such Class 1B-1 Notes or Class 1B-2 Notes were transferred or exchanged, as necessary and appropriate. No Holder of Definitive Notes other than a “qualified institutional buyer” holding such Notes for its own account or for the account of another “qualified institutional buyer” may exchange such Class 1B-1 Notes or Class 1B-2 Notes for Book-Entry Notes. Further, any Beneficial Owner of a Book-Entry Note other than any such “qualified institutional buyers” shall notify the Indenture Trustee of its status as such and shall transfer such Book-Entry Note to the Indenture Trustee, through the book-entry facilities of the Depository, whereupon, and also upon surrender to the Indenture Trustee of such Book-Entry Note by the Depository, (which surrender the Indenture Trustee shall use reasonable efforts to cause to occur), the Indenture Trustee shall execute, authenticate and deliver to such Beneficial Owner or such Benefical Owner’s nominee one or more Definitive Notes in authorized denominations and with a like aggregate principal amount. Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Class of Note at the Corporate Trust Office, the Issuer shall execute and the Note Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in authorized initial Note Balances evidencing the same aggregate Percentage Interests. Subject to the foregoing, at the option of the Noteholders, Notes may be exchanged for other Notes of the same Class and of like tenor, in authorized initial Note Balances evidencing the same aggregate Percentage Interests upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Note Registrar. Whenever any Notes are so surrendered for exchange, the Indenture Trustee Issuer shall execute and the Note Registrar shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive. Each Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar duly executed by, the Holder thereof or his such Holder’s attorney duly authorized in writing with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company located or having a correspondent located participation in the city Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of New York1934, as amended. Notes delivered upon any such transfer or exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Notes surrendered. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. All Notes surrendered for registration of transfer and exchange shall be canceled by the Note Registrar and delivered to the Indenture Trustee for subsequent destruction without liability on the part of eitherdestruction. The Issuer hereby appoints the Indenture Trustee as Certificate Registrar to keep at its Corporate Trust Office a Certificate Register pursuant to Section 3.09 3.05 of the Owner Trust Agreement in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges thereof pursuant to Section 3.05 3.09 of the Owner Trust Agreement. The Indenture Trustee hereby accepts such appointment.
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Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate Registrar. The Issuer shall cause to be kept at the Indenture Trustee's ’s Corporate Trust Office a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. Each Person who has or who acquires any Note (other than a Class B-2 Note) shall be deemed by the acceptance or acquisition of such Note to have represented that the either (1) it is not acquiring the Note with the assets of a Plan or (2) the acquisition and holding of a Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code as a result of any of the above-mentioned Persons being a "“Party in Interest" ” (within the meaning of ERISA) or Disqualified Person (within the meaning of the Code). No Class B-2 Note may be sold or transferred unless: (1) the transferee is not a Plan or any other person acting on behalf of a Plan, or using the assets of a Plan to acquire such Notes; or (2) the transferee is a Plan and has provided the Issuer and the Indenture Trustee an Opinion of Counsel satisfactory to the Issuer and the Indenture Trustee that the purchase, holding and transfer of the Class B-2 Notes or interests therein is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Issuer, the Owner Trustee or the Indenture Trustee to any obligation in addition to those undertaken in this Agreement. The Class B-2 Notes cannot be sold or transferred to Non-United States Persons. No transfer, sale, pledge or other disposition of a Class B-2 Note shall be made unless such transfer, sale, pledge or other disposition 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 of any such transfer, the Indenture Trustee prior to such transfer either (i) shall require the transferee to execute an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Indenture Trustee) which investment letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and which investment letter states that, among other things, such transferee (a) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (b) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) may require the delivery of a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee 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 made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor and (b) shall require the transferee to execute a representation letter, substantially in the form of Exhibit D hereto, and the transferor to execute a representation letter, substantially in the form of Exhibit E hereto, each acceptable to and in form and substance satisfactory to the Indenture Trustee certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Indenture Trustee, the Servicer or the Depositor. Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Class of Note at the Corporate Trust Office, the Issuer shall execute and the Note Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in authorized initial Note Balances evidencing the same aggregate Percentage Interests. Subject to the foregoing, at the option of the Noteholders, Notes may be exchanged for other Notes of the same Class and of like tenor, in authorized initial Note Balances evidencing the same aggregate Percentage Interests upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Note Registrar. Whenever any Notes are so surrendered for exchange, the Indenture Trustee shall execute and the Note Registrar shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive. Each Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing with such signature guaranteed by a commercial bank or trust company located or having a correspondent located in the city of New York. Notes delivered upon any such transfer or exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Notes surrendered. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. All Notes surrendered for registration of transfer and exchange shall be canceled by the Note Registrar and delivered to the Indenture Trustee for subsequent destruction without liability on the part of either. The Issuer hereby appoints the Indenture Trustee as Certificate Registrar to keep at its Corporate Trust Office a Certificate Register pursuant to Section 3.09 of the Owner Trust Agreement in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges thereof pursuant to Section 3.05 of the Owner Trust Agreement. The Indenture Trustee hereby accepts such appointment.
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Samples: Indenture (Credit Suisse First Boston Mortgage Securities Corp)
