Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement. (b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates. (c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received: (1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person; and (ii) such transferee is not a Benefit Plan;
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2013-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2013-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The A registrar (the “Certificate Registrar Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.12, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Deutsche Bank Trust Company Americas shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for Upon any reason become unable to act as resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto.
(b) No transfer, sale, pledge or other disposition of any Certificate Registrar or interest therein shall promptly give written notice be made unless that transfer, sale, pledge or other disposition (i) complies with the requirements and restrictions set forth in the related Certificate Purchase Agreement (except that for the initial transfer of the Certificates to the Depositor, the requirements for transfer shall be deemed to have been met by the Depositor) and (ii) is exempt from the registration and/or qualification requirements of the Securities Act, and any applicable State securities laws, or is otherwise made in accordance with the Securities Act and such State securities laws. Any Certificateholder desiring to effect to a transfer of Certificates or interest therein shall, and does hereby agree to, indemnify the Issuer, each of the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, Certificate Registrar against any liability that may result if the Servicer shall appoint another bank transfer is not so exempt or trust company, which shall agree to act is not made in accordance with the provisions of this Agreement applicable to it Securities Act and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementsuch State laws.
(bc) Upon Subject to Section 3.9, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.12, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate be authenticated and deliverdelivered), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.12.
(cd) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee Certificate Registrar in accordance with its customary practice.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(f) The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of, Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates.
(g) Each purchaser (including any transferee) of a Certificate must satisfy the transfer restrictions as set forth herein and in the applicable transfer certificate attached to the Certificate Purchase Agreement. No transfer Each purchaser (including any transferee) of a Certificate shall be deemed by its acceptance of an ownership interest in a Certificate to have made unless the Owner Trustee shall have received:representations and warranties set forth under “Notice to Investors” in the Private Placement Memorandum.
(1h) a representation from the transferee The provisions of such Certificate substantially in the form of Exhibit B this Section are exclusive and shall preclude (to the effect that:
(iextent lawful) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;all other rights and remedies with respect to the transfer of the Certificates.
Appears in 2 contracts
Samples: Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Funding LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington TrustUnion Bank, National Association N.A. shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Toyota Auto Receivables 2011-a Owner Trust), Trust Agreement (Toyota Auto Receivables 2011-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Owner Trustee shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Chicago, Illinois or The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Owner Trustee substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and;
(ii) such transferee (A) is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer, and (B) is not an insurance company purchasing a Certificate with funds contained in an "insurance company general account" (as defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) as to which there is a Plan with respect to which the amount of such general account's reserves and liabilities for the contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTCE 95-60) at the date of acquisition; or
(iii) is a Plan or is an insurance company purchasing a Certificate with funds contained in an insurance company general account, having attached thereto an opinion of counsel satisfactory to the Owner Trustee, which opinion shall not be an expense of either the Owner Trustee or the Trust, addressed to the Owner Trustee, to the effect that the purchase or holding of such Certificate will not result in the assets of the Owner Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Owner Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code or to an insurance company purchasing with funds from a general account not exempt pursuant to PTCE 95-60 without the delivery to the Owner Trustee of an opinion of counsel satisfactory to the Owner Trustee as described in clause (iii) above shall be void and of no effect;
(2) a representation from the transferor of such Certificate acceptable to and in form and substance satisfactory to the Owner Trustee substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the Securities Act. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Toyota Motor Credit Receivables Corp), Trust Agreement (Toyota Motor Credit Receivables Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial The Trustee is hereby initially appointed Certificate Registrar. In the event that, subsequent to the Closing Date, the Trustee notifies the Servicer that the Certificate Registrar shall for any reason become it is unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this the Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this the Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.0716.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of the same Class, in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agentTrustee. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations and of a like aggregate amount upon surrender of the Certificates to be exchanged at the such office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificatesagency.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or and exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. Trustee.
(d) No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee shall have received:
(1) may require payment of a representation from the transferee sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 2 contracts
Samples: Standard Terms and Conditions Agreement (Fleetwood Credit Receivables Corp), Standard Terms and Conditions Agreement (Fleetwood Credit Receivables Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association N.A. shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Toyota Auto Receivables 2010-B Owner Trust), Trust Agreement (Toyota Auto Receivables 2010-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of 6 (Nissan 2013-B Amended & Restated Trust Agreement) Section 7701(a)(30) of the Code and (B)(i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee is not a Non-U.S. Person; and;
(iiiv) such transferee is not a Benefit Plan;
(v) after such transfer (or purported transfer), the Trust would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vi) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Trust ineligible for “safe harbor” treatment under Section 7704 of the Code;
(vii) the Certificates (or interests therein) are not acquired by or for the account of a Special Pass-Through Entity;
(viii) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(ix) such transferee understand that the Certificates will bear legends substantially as set forth in Section 3.09;
(x) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than $740,000; and
(xi) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. 7 (Nissan 2013-B Amended & Restated Trust Agreement) Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2013-B Owner Trust), Trust Agreement (Nissan Auto Receivables 2013-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [The Owner Trustee] [ ] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the [Borough of Manhattan], The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause o as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.08. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) received a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Owner Trustee (in the event such Certificate is a Definitive Certificate, such requirement will be satisfied only by the Owner Trustee's receipt of a representation letter from the transferee substantially in the form of Exhibit B C) to the effect that:
(i) such transferee (A) is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a Nonplan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer, and (B) is not an insurance company purchasing a Certificate with funds contained in an "insurance company general account" (as defined in Section V(e) of Prohibited Transaction Class Exemption 95-U.S. Person60 ("PTCE 95-60")) as to which there is a Plan with respect to which the amount of such general account's reserves and liabilities for the contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTCE 95-60) of by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTCE 95-60) at the date of acquisition; andor
(ii) is a Plan or is an insurance company purchasing a Certificate with funds contained in an insurance company general account, having attached thereto an opinion of counsel satisfactory to the Owner Trustee, which opinion shall not be an expense of either the Owner Trustee or the Trust, addressed to the Owner Trustee, to the effect that the purchase or holding of such transferee Certificate will not result in the assets of the Owner Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Owner Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of the preceding sentence, with respect to a Certificate that is a Book-Entry Certificate, in the event the Transferee Certificate is not furnished, the representations contained in clause (i) above shall be deemed to have been made to the Owner Trustee by the transferee's (including an initial acquiror's) acceptance of such Certificate. Notwithstanding anything else to the contrary herein, any purported transfer of a Benefit Plan;Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code or to an insurance company purchasing with funds from a general account not exempt pursuant to PTCE 95-60 without the delivery to the Owner Trustee of an opinion of counsel satisfactory to the Owner Trustee as described in clause (ii) above shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.04(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.]
Appears in 2 contracts
Samples: Trust Agreement (Toyota Motor Credit Corp), Trust Agreement (Toyota Motor Credit Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(iii) such transferee is not a Non-U.S. Person; and
(iiiii) such transferee is not a Benefit Plan;
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2012-B Owner Trust), Trust Agreement (Nissan Auto Receivables 2012-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington TrustXxxxx Fargo Bank, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington TrustXxxxx Fargo Bank, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 3.07, the Owner Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee Certificate Registrar or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee Certificate Registrar in accordance with its customary practice. No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Owner Trustee Certificate Registrar shall have received:
(1) a representation from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of Section 7701(a)(30) of the Code and (B)(i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee is not a Non-U.S. Person; and;
(iiiv) such transferee is not a Benefit Plan;
(v) after such transfer (or purported transfer), the Trust would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vi) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Trust ineligible for “safe harbor” treatment under Section 7704 of the Code;
(vii) the Certificates (or interests therein) are not acquired by or for the account of a Special Pass-Through Entity;
(viii) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(ix) such transferee understand that the Certificates will bear legends substantially as set forth in Section 3.09;
(x) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than $1,500,000; and
(xi) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. 7 (Nissan 2015-A Amended & Restated Trust Agreement) Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to, on behalf of, or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of any Certificate that is not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables Corp Ii), Trust Agreement (Nissan Auto Receivables Corp Ii)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2011-B Owner Trust), Trust Agreement (Nissan Auto Receivables 2011-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Trust Company shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2011-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2011-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of 6 (Nissan 2013-C Amended & Restated Trust Agreement) Section 7701(a)(30) of the Code and (B)(i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee is not a Non-U.S. Person; and;
(iiiv) such transferee is not a Benefit Plan;
(v) after such transfer (or purported transfer), the Trust would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vi) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Trust ineligible for “safe harbor” treatment under Section 7704 of the Code;
(vii) the Certificates (or interests therein) are not acquired by or for the account of a Special Pass-Through Entity;
(viii) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(ix) such transferee understand that the Certificates will bear legends substantially as set forth in Section 3.09;
(x) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than $420,000; and
(xi) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. 7 (Nissan 2013-C Amended & Restated Trust Agreement) Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2013-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2013-C Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The A registrar (the “Certificate Registrar Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.12, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Deutsche Bank Trust Company Americas shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for Upon any reason become unable to act as resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto.
(b) No transfer, sale, pledge or other disposition of any Certificate Registrar or interest therein shall promptly give written notice be made unless that transfer, sale, pledge or other disposition (i) complies with the requirements and restrictions set forth in the related Certificate Purchase Agreement (except that for the initial transfer of the Certificates to the Depositor, the requirements for transfer shall be deemed to have been met by the Depositor) and (ii) is exempt from the registration and/or qualification requirements of the Securities Act and any applicable State securities laws, or is otherwise made in accordance with the Securities Act and such State securities laws. Any Certificateholder desiring to effect to a transfer of Certificates or interest therein shall, and does hereby agree to, indemnify the Issuer, each of the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, Certificate Registrar against any liability that may result if the Servicer shall appoint another bank transfer is not so exempt or trust company, which shall agree to act is not made in accordance with the provisions of this Agreement applicable to it Securities Act and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementsuch State laws.
(bc) Upon Subject to Section 3.09, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.12, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate be authenticated and deliverdelivered), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.12.
(cd) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee Certificate Registrar in accordance with its customary practice.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(f) The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of, Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates.
(g) Each purchaser (including any transferee) of a Certificate must satisfy the transfer restrictions as set forth herein and in the applicable transfer certificate attached to the Certificate Purchase Agreement. No transfer Each purchaser (including any transferee) of a Certificate shall be deemed by its acceptance of an ownership interest in a Certificate to have made unless the Owner Trustee shall have received:representations and warranties set forth under “Notice to Investors” in the Private Placement Memorandum.
(1h) a representation from the transferee The provisions of such Certificate substantially in the form of Exhibit B this Section are exclusive and shall preclude (to the effect that:
(iextent lawful) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;all other rights and remedies with respect to the transfer of the Certificates.
Appears in 2 contracts
Samples: Trust Agreement (California Republic Auto Receivables Trust 2015-2), Trust Agreement (California Republic Funding LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the No Certificate Registrar shall for may be sold, transferred, assigned, participated, pledged, or otherwise disposed of to any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of Section 3.11 shall be null and void.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Balance dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an “eligible guarantor institution” with membership or participation in STAMP or such other “signature guarantee program” as may be determined by Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless the for any registration of transfer or exchange of Certificates, but Owner Trustee or Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, Owner Trustee shall have received:
not make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (115) a representation from the transferee of such Certificate substantially in the form of Exhibit B days preceding any Payment Date for any payment with respect to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Wells Fargo Financial Auto Owner Trust 2005-A), Trust Agreement (Ace Sec Corp Wells Fargo Financial Auto Owner Trust 2004-A)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Owner Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect subject to the Depositor, the Owner Trustee and the Servicerrestrictions provided herein. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07Corporate Trust Office, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate authenticate, and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option Trustee, provided, however, that registration of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender transfer of the Certificates to may not be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, effected unless (A) the Owner Trustee receives an Opinion of Counsel, satisfactory to it, to the effect that (i) such transfer may be made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, and (ii) such transfer will not adversely affect the tax treatment of the Trust or the Notes; (B) the Insurer has consented to such transfer and (C) the Rating Agency Condition shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment have been satisfied with respect to the Certificates.
(c) such transfer. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or and exchange shall be cancelled canceled and disposed of subsequently destroyed by the Owner Trustee in accordance with its customary practiceTrustee. No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee shall have received:
(1) may require payment of a representation from the transferee sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 2 contracts
Samples: Trust and Servicing Agreement (Bay View Securitization Corp), Trust and Servicing Agreement (Uacsc Auto Trusts)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Pass Through Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to by it in accordance with the provisions of Section 3.07, 7.12 a Certificate Register register (the "Register") in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Pass Through Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Pass Through Trustee shall initially be the initial Certificate registrar (the "Registrar") for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate RegistrarThe Company, the Certificate Registrar shall promptly give upon written notice to such effect the Pass Through Trustee may change the Registrar at any time. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid obligations of the Pass Through Trust, evidencing the same interest therein, and entitled to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar same benefits under this Agreementagreement as the Certificates surrendered upon such transfer or exchange.
(b) Upon Subject to the provisions of Section 3.07, upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such other office or agency maintained pursuant to Section 3.07agency, the Owner Pass Through Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. Fractional Undivided Interest.
(c) At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant referred to Section 3.07. The preceding provisions in paragraph (a) of this Section notwithstanding3.05; provided, that a Restricted Certificate may only be exchanged for another Restricted Certificate, until such restrictions on such Restricted Certificate shall cease and terminate in accordance with the terms of Section 3.07 and provided further, that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission (notice of which shall be provided to the Pass Through Trustee by the Company). No such transfer shall be effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Owner Pass Through Trustee shall treat the Person in whose name the Certificate is registered as the owner thereof for all purposes and the Pass Through Trustee shall not be affected by notice to the contrary. Whenever any Certificates are so surrendered for transfer or exchange, the Registrar shall register the transfer or make the exchange as requested, if the requirements for such transaction are met and the Certificate Registrar Pass Through Trustee shall not register execute, authenticate and deliver the Certificates that the Certificateholder making the transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect exchange is entitled to the Certificates.
(c) receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Owner Pass Through Trustee and the Certificate Registrar duly executed by the Holder Certificateholder thereof or his its attorney duly authorized in writing. Each Certificate surrendered .
(d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Pass Through Trustee shall be cancelled and disposed of require payment by the Owner Trustee in accordance with its customary practice. No transfer Certificateholders of a Certificate shall sum sufficient to cover any tax or governmental charge that may be made unless the Owner Trustee shall have received:
(1) a representation from the transferee imposed in connection with any transfer or exchange of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Royal Ahold), Pass Through Trust Agreement (Royal Ahold)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of Section 7701(a)(30) of the Code and (B)(i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws; 6 (Nissan 2014-B Amended & Restated Trust Agreement)
(iii) such transferee is not a Non-U.S. Person; and;
(iiiv) such transferee is not a Benefit PlanPlan or any other employee benefit plan or arrangement that is subject to Similar Law;
(v) after such transfer (or purported transfer), the Trust would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vi) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Trust ineligible for “safe harbor” treatment under Section 7704 of the Code;
(vii) the Certificates (or interests therein) are not acquired by or for the account of a Special Pass-Through Entity;
(viii) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(ix) such transferee understand that the Certificates will bear legends substantially as set forth in Section 3.09;
(x) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than $800,000.00; and
(xi) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. 7 (Nissan 2014-B Amended & Restated Trust Agreement) Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to, on behalf of, or utilizing the assets of a Benefit Plan or any other employee benefit plan or arrangement that is subject to Similar Law shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2014-B Owner Trust), Trust Agreement (Nissan Auto Receivables 2014-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, U.S. Bank National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner TrusteeTrustee and the Certificateholders, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer writing and accompanied by IRS Form X-0XXX, X-0XXX-X, X-0XXX or exchange shall W-9, as applicable, and such other documentation as may be cancelled and disposed of required by the Owner Trustee in accordance order to comply with applicable law, including the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001) and its customary practiceimplementing regulations, the Financial Crimes Enforcement Network’s Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Law”). No transfer of a Certificate shall be made unless Pursuant to Applicable Law, the Owner Trustee shall have received:
(1) is required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each Person who opens an account. For a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Nonnon-U.S. Person; and
(ii) such transferee is not a Benefit Plan;individual Person such
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2020-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2020-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Trust Company shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2002-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2002 B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Harrxx Xxxst Company of New York shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Harrxx Xxxst Company of New York shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Borough of Manhattan, The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2001-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2001-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of 6 (Nissan 2014-A Amended & Restated Trust Agreement) Section 7701(a)(30) of the Code and (B)(i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee is not a Non-U.S. Person; and;
(iiiv) such transferee is not a Benefit Plan;
(v) after such transfer (or purported transfer), the Trust would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vi) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Trust ineligible for “safe harbor” treatment under Section 7704 of the Code;
(vii) the Certificates (or interests therein) are not acquired by or for the account of a Special Pass-Through Entity;
(viii) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(ix) such transferee understand that the Certificates will bear legends substantially as set forth in Section 3.09;
(x) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than $520,000; and
(xi) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. 7 (Nissan 2014-A Amended & Restated Trust Agreement) Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2014-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2014-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [The Owner Trustee] [o] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the [Borough of Manhattan], The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause o as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to by a transfer agent and certificate registrar (the "Transfer Agent and Certificate Registrar"), in accordance with the provisions of Section 3.0716.7, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Transfer Agent and Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington The Certificate Register shall list the names of the Certificateholders and their respective ownership interests in the Trust, National Association and shall be treated as definitive and binding for all purposes hereunder. Only those persons registered as Certificateholders in the initial Certificate RegistrarRegister shall be recognized as having any interest in the Trust or Trust estate or as possessing the rights of a Certificateholder hereunder. A transfer of ownership of a Certificate shall be effectuated only by an appropriate entry in the Certificate Register. The Chase Manhattan Bank is hereby initially appointed Transfer Agent and Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. In the event that that, subsequent to the Certificate Registrar shall for any reason become date of issuance of the Certificates, the Trustee is unable to act as Transfer Agent and Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to Trustee shall, with the Depositorconsent of the Seller, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, having an office or agency located in New York City and which shall agree agrees to act in accordance with the provisions of this the Agreement applicable to it and otherwise acceptable to the Owner Trusteeit, to act act, as successor Transfer Agent and Certificate Registrar under this the Agreement.
(b) . The Chase Manhattan Bank shall be permitted to resign as Transfer Agent and Certificate Registrar upon 30 days' written notice to the Seller and the Servicer; provided, however, that such resignation shall not be effective and The Chase Manhattan Bank shall continue to perform its duties as Transfer Agent and Certificate Registrar until the Trustee has appointed a successor Transfer Agent and Certificate Registrar with the consent of the Seller. Upon surrender for registration of transfer of any Class A Certificate or Class B Certificate at the office or agency of the Transfer Agent and Certificate Registrar maintained pursuant to Section 3.0716.7, the Owner Transfer Agent and Certifi cate Registrar shall make an appropriate entry in the Certificate Register to reflect such transfer, and the Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate if the Transfer Agent and Certificate Registrar is different than the Trustee, then the Transfer Agent and Certificate Registrar shall) deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agentamount. At the option of a HolderCertificateholder, Class A Certificates or Class B Certificates may be exchanged for other Class A Certificates of or Class B Certificates, as the case may be, in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the such office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificatesagency.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Usaa Federal Savings Bank)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Bankers Trust (Delaware) shall be the initial Certificate Registrar. In Registrar (the event that the Certificate Registrar shall for any reason become unable to act as "Certificate Registrar"). No certificate may be sold, the Certificate Registrar shall promptly give written notice transferred, assigned, participated, pledged, or otherwise disposed of to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act any Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of Section 3.11 shall be null and void.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, the Owner Trustee shall have received:
not make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (115) a representation from the transferee of such Certificate substantially in the form of Exhibit B days preceding any Payment Date for any payment with respect to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Chase Manhattan Bank shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.8. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No transfer of a Certificate service charge shall be made unless the for any registration of transfer or exchange of Certificates, but Owner Trustee shall have received:
(1) or Certificate Registrar may require payment of a representation from the transferee sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates. TRUST AGREEMENT
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Chase Manhattan Bank shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Borough of Manhattan, The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit EXHIBIT B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of EXHIBIT C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Trust Company shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which (Nissan 2003-B Amended & Restated Trust Agreement) shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a Benefit plan subject to Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. (Nissan 2003-B Amended & Restated Trust Agreement) To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Nissan Auto Receivables 2003-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall keep maintain, or cause a designee to be keptmaintain, in the Borough of Manhattan, City of New York, and, at the its discretion, at any other location, an office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates in a Certificate Register as herein provided. Wilmington TrustAny such designee is referred to in this Agreement as the Certificate Registrar; provided, however, the Trustee shall not be relieved of any of its duties under this Agreement by reason of such designation. Initially, the Trustee, The First National Association Bank of Chicago, c/o First Chicago Trust Company of New York, 14 Wall Street, 8th Floor-Window 0, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Administration, shall be maintain the initial Certificate Register and register Certificates and transfers and exchanges of Certificates as provided in this Agreement. The Trustee shall give prompt written notice to CFC, the Cooperative, the Certificateholders and the Servicer of any change in the location of the Certificate Register or the appointment of any Certificate Registrar. In the event that No transfer of any Certificate of Beneficial Interests shall be valid unless and until registered on the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this AgreementRegister.
(b) Upon Subject to Section 8.3, upon surrender of any Certificate for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07such office, the Owner Certificate Registrar, if any, shall promptly notify the Trustee shall to execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount Fractional Interest in an Authorized Denomination and dated the date of authentication by the Owner Trustee or any authenticating agent. Trustee.
(c) At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of authorized denominations Authorized Denominations of a like aggregate amount Fractional Interest, upon surrender of the Certificates to be exchanged at the office offices or agency maintained pursuant to Section 3.07therefor. The preceding provisions of this Section notwithstandingWhenever any Certificates are so surrendered for exchange, the Owner Trustee Certificate Registrar, if any, shall not make promptly notify the Trustee, which shall execute, authenticate and deliver the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding which the due date for any payment with respect Certificateholder making the exchange is entitled to the Certificatesreceive.
(cd) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the or any Certificate Registrar duly executed by the Holder holder thereof or his or her attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;.
Appears in 1 contract
Samples: Trust Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust[________], National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Finance Receivables LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [_______________] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner TrusteeTrustee and the Certificateholders, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writingwriting and accompanied by IRS Form X-0 XXX, X-0 ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with applicable law, including the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations, the Financial Crimes Enforcement Network’s Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Law”). Pursuant to Applicable Law, the Owner Trustee is required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each Person who opens an account. For a non-individual Person such as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities). To the fullest extent permitted by Applicable Law, the Owner Trustee may conclusively rely on, and shall be fully protected and indemnified in relying on, any such information received. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. Failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder, which, at the sole option of the Owner Trustee, may result in the Owner Trustee’s resignation in accordance with the terms hereof. Further, the parties hereto agree that for purposes of Applicable Law, (a) each Certificateholder owning twenty five percent (25%) or more of the beneficial interest in the Issuer is and shall be deemed to be the beneficial owners of the Issuer for purposes of providing the information required under Applicable Law, and (b) each such Certificateholder is and shall deemed to be the parties with the power and authority to control the Issuer. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee Certificate Registrar in accordance with its customary practice. No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Owner Trustee Certificate Registrar shall have received:
(1) a representation certification letter from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer will not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on the U.S. federal income tax consequences to any Noteholder with respect to holding a Note) to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States person within the meaning of Section 7701(a)(30) of the Code and (B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws; 7 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)
(iii) such transferee (and, if different, the Certificate Owner) is not a Non-U.S. Person; and;
(iiiv) in the event of any subsequent transfer of a Certificate (or any interest therein), such transferee (and, if different, the Certificate Owner) shall comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price paid in respect of such Certificate unless the transferee obtained a certificate providing for an exemption from such withholding);
(v) such transferee is not a Benefit PlanPlan or any other employee benefit plan or arrangement that is subject to Similar Law;
(vi) after such transfer (or purported transfer), the Issuer would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vii) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code;
(viii) it either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code;
(ix) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Issuer would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(x) such transferee understands that the Certificates will bear legends substantially as set forth in Section 3.09;
(xi) (A) such transferee shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code and (B) if such transferee is not the Certificate Owner, such Certificate Owner shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code and, to the extent necessary for the Issuer to make an election under Section 6226(a) of the Code, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code;
(xii) no transfer of a Certificate (or interest therein) is permitted (nor shall a Certificate be so held) if (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));
(xiii) no transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));
(xiv) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than 2.1% of the entire Certificate Balance; and
(xv) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Issuer to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to, on behalf of, or utilizing the assets of a Benefit Plan or any other employee benefit plan or arrangement that is subject to Similar Law shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of any Certificate that is not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust[__________], National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Finance Receivables LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [___________] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Each Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Certificate attached as Exhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. As a condition to the registration of any transfer of a Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following:
(i) It has neither acquired nor will it transfer any Certificate it purchases (or any interest therein) or cause any such Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
(ii) It will be the beneficial owner of the Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates.
(iii) It understands that no subsequent transfer of the Certificates is permitted unless (A) such transfer is of a Certificate with a denomination of at least a Percentage Interest of 5.00%, (B) it causes its proposed transferee to provide to the Trust and the Certificate Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer.
(iv) It understands that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above.
(v) It is not a Benefit Plan nor will it hold the Certificates being transferred for the account of a Benefit Plan.
(vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor, the Owner Trustee and the Certificate Registrar).
(vii) It understands that any purported transfer of any Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Certificateholder for any purpose.
(c) By acceptance of any Certificate, the related Certificateholder specifically agrees with and represents to the Depositor, the Trust and Certificate Registrar that no transfer of such Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following:
(i) Such transfer is in compliance with Rule 144A, to a transferee who the depositor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the depositor thereof executes and delivers to the Depositor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Depositor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C.
(ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Depositor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Depositor.
(iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D.
(d) Upon surrender for registration of transfer or exchange of any Certificate at the office or agency maintained pursuant to Section 3.073.05 and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
Certificates and (cii) Every the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. The Certificate Registrar shall require that every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 (or successor form) or such other form as may be reasonably required in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee shall have received:or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(1e) The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a representation from “publicly traded partnership” within the transferee meaning of Section 7704 of the Code, in reliance on Treasury Regulations Seciton 1.7704-1(e) and (h) and the Depositor shall take such Certificate substantially intent into account in the form determining whether or not to consent to any proposed transfer of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;any Certificate.
Appears in 1 contract
Samples: Trust Agreement (Toyota Lease Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the No Certificate Registrar shall for may be sold, transferred, assigned, participated, pledged, or otherwise disposed of to any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of Section 3.11 shall be null and void.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an “eligible guarantor institution” with membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of the Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, the Owner Trustee shall have received:
not make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (115) a representation from the transferee of such Certificate substantially in the form of Exhibit B days preceding any Distribution Date for any payment with respect to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Samples: Trust Agreement (Bank One Auto Securitization Trust 2003-1)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Chase Manhattan Bank shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.8. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No transfer of a Certificate service charge shall be made unless the for any registration of transfer or exchange of Certificates, but Owner Trustee or Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 3.4 notwithstanding, Owner Trustee shall have received:
(1) a representation from not make and the transferee Certificate Registrar need not register any transfer or exchange of such Certificate substantially in the form of Exhibit B to the effect that:
Certificates (i) such transferee is not a Non-U.S. Person; and
until the Seller has, in the reasonable judgment of the Owner Trustee, complied with Section 5.3 of the Sale and Servicing Agreement and (ii) such transferee is not for a Benefit Plan;period of fifteen (15) days preceding any Distribution Date for any payment with respect to the Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep maintain, or cause to be keptmaintained, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedprovided in this Agreement. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the The Owner Trustee is hereby initially appointed Certificate Registrar shall for any reason become unable to act the purpose of registering Certificates and transfers and exchanges of Certificates as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act provided in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and compliance with subsection (c), the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent the Authentication Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount Certificates, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.8.
(1) No transfer of a Certificate shall be made by CFVSC or any other Person unless such transfer is exempt from the registration requirements of the Securities Act of 1933 (the "Act"), as amended, and any applicable state securities laws or is made in accordance with the Act and laws. In the event that any such transfer is to be made, (A) the Depositor may require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Act and laws or is being made pursuant to the Act and laws, which Opinion of Counsel shall not be an expense of the Owner Trustee or the Depositor, and (B) the Owner Trustee shall require the transferee to execute an investment letter substantially in the form of Exhibit C attached hereto, which investment letter shall not be an expense of the Owner Trustee or the Depositor. Any Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Owner Trustee, the Depositor and the Certificate 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. In addition, no transfer of a Certificate shall be made by CFVSC or any other person to an Affiliate of the Originator without (i) the written Opinion of Counsel acceptable to and in form and substance satisfactory to the Depositor that in the event the Originator became a debtor under the United States Bankruptcy Code, a court exercising reasonable judgment under then existing statutes and precedents would not order that the assets of such Affiliate be consolidated with those of the Originator, which opinion shall not be an expense of the Owner Trustee or the Depositor, and (ii) written notification from each Rating Agency to the effect that such transfer will not cause such Rating Agency to downgrade its then-current ratings, if any, of any of the Notes below the lower of the then-current rating or the rating assigned to such Notes as of the Closing Date by such Rating Agency.
(2) Any transfer, sale or other disposition not in compliance with the provisions of this Section 3.4(c) shall be deemed to be void and of no legal force or effect whatsoever and such transferee shall be deemed to not be the Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Certificate, and shall be deemed to have no interest whatsoever in such Certificate.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The Certificates may not be acquired by or for the account of (i) a pension, profit sharing or other employee benefit plan, or an individual retirement account or Xxxxx plan, subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Benefit Plan"), or (ii) any entity whose underlying assets include "plan assets" (within the meaning of Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) by reason of a Benefit Plan's investment in the entity, including, without limitation, an insurance company acting on behalf of its general account.
(f) Notwithstanding anything contained herein to the contrary, the Owner Trustee and the Certificate Registrar shall not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, or applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if a certificate is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement and shall promptly notify the party delivering the same if such certificate does not so conform.
(g) Notwithstanding the preceding provisions of this Section notwithstandingSection, the Owner Trustee shall not make be required to make, and the Certificate Registrar shall not register transfer be required to register, transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
Appears in 1 contract
Samples: Trust Agreement (Conseco Finance Securitizations Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Owner Trustee shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Borough of Manhattan, The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same Class of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Owner Trustee substantially in the form of Exhibit EXHIBIT B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate acceptable to and in form and substance satisfactory to the Owner Trustee substantially in the form of EXHIBIT C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. For purposes of the preceding sentence, with respect to a Certificate that is a Book-Entry Certificate, if the transferee's certificate referred to above is not furnished, the representations contained in clause (1) above shall be deemed to have been made to the Owner Trustee by the transferee's (including an initial acquiror's) acceptance of such Certificate. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Harxxx Xxust Company of New York shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Harxxx Xxust Company of New York shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Borough of Manhattan, The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Nissan Auto Receivables Ii 2001-C Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Bank of New York (Delaware) shall be the initial Certificate Registrar. In Registrar (the event that the Certificate Registrar shall for any reason become unable to act as "Certificate Registrar"). No certificate may be sold, the Certificate Registrar shall promptly give written notice transferred, assigned, participated, pledged, or otherwise disposed of to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act any Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of Section 3.11 shall be null and void.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment 7 2002-1 Trust Agreement of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, the Owner Trustee shall have received:
not make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (115) a representation from the transferee of such Certificate substantially in the form of Exhibit B days preceding any Payment Date for any payment with respect to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep maintain, or cause to be keptmaintained, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedprovided in this Agreement. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the The Owner Trustee is hereby initially appointed Certificate Registrar shall for any reason become unable to act the purpose of registering Certificates and transfers and exchanges of Certificates as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act provided in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and compliance with subsection (c), the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent the Authentication Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount Certificates, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.8.
(1) No transfer of a Certificate shall be made by CFVSC or any other Person unless such transfer is exempt from the registration requirements of the Securities Act of 1933 (the "Act"), as amended, and any applicable state securities laws or is made in accordance with the Act and laws. In the event that any such transfer is to be made, (A) the Depositor may require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Act and laws or is being made pursuant to the Act and laws, which Opinion of Counsel shall not be an expense of the Owner Trustee or the Depositor, and (B) the Owner Trustee shall require the transferee to execute an investment letter substantially in the form of Exhibit C attached hereto, which investment letter shall not be an expense of the Owner Trustee or the Depositor. Any Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Owner Trustee, the Depositor and the Certificate 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. In addition, no transfer of a Certificate shall be made by CFVSC or any other person to an Affiliate of the Originator without (i) the written Opinion of Counsel acceptable to and in form and substance satisfactory to the Depositor that in the event the Originator became a debtor under the United States Bankruptcy Code, a court exercising reasonable judgment under then existing statutes and precedents would not order that the assets of such Affiliate be consolidated with those of the Originator, which opinion shall not be an expense of the Owner Trustee or the Depositor, and (ii) written notification from each Rating Agency to the effect that such transfer will not cause such Rating Agency to downgrade its then-current ratings, if any, of any of the Notes below the lower of the then-current rating or the rating assigned to such Notes as of the Closing Date by such Rating Agency.
(2) Any transfer, sale or other disposition not in compliance with the provisions of this Section 3.4(c) shall be deemed to be void and of no legal force or effect whatsoever and such transferee shall be deemed to not be the Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Certificate, and shall be deemed to have no interest whatsoever in such Certificate.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The Certificates may not be acquired by or for the account of (i) a pension, profit sharing or other employee benefit plan, or an individual retirement account or Xxxxx plan, subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Benefit Plan"), or (ii) any entity whose underlying assets include "plan assets" (within the meaning of Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. (S) 2510.3-101 or otherwise under ERISA) by reason of a Benefit Plan's investment in the entity, including, without limitation, an insurance company acting on behalf of its general account.
(f) Notwithstanding anything contained herein to the contrary, the Owner Trustee and the Certificate Registrar shall not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, or applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if a certificate is -------- ------- specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement and shall promptly notify the party delivering the same if such certificate does not so conform.
(g) Notwithstanding the preceding provisions of this Section notwithstandingSection, the Owner Trustee shall not make be required to make, and the Certificate Registrar shall not register transfer be required to register, transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall keep maintain, or cause to be kept, at the office or agency maintained pursuant to Section 3.07maintained, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07Certificate, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated interest and of the date of authentication by the Owner Trustee or any authenticating agent. same Class.
(b) At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of authorized denominations and the same aggregate interest in the Trust Fund and of a like aggregate amount the same Class, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07of the Trustee in the City of New York where Certificates may be surrendered for registration of transfer or exchange. The preceding provisions Trustee will give prompt written notice to Certificateholders of this Section notwithstandingany change in the location of the any such office or agency. The Trustee initially designates its offices, located at 55 Water Street, 1st Floor, New York, New York 10041, for such puxxxxx. Xxx Xxxxxxxxxxx Xxxxxxxx xxxx xx xxxx xx Xxxxago, Illinois at the offices of the Trustee located at the Corporate Trust Office and may be kept in an electronic form capable of printing out a hard copy of the Certificate Register. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall not make execute, authenticate and deliver the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding which the due date for any payment with respect Certificateholder making the exchange is entitled to the Certificates.
(c) receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 3.073.8 by a certificate registrar (the "Certificate Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Chase Manhattan Bank shall be the initial Certificate Registrar. In the event that, subsequent to the date of issuance of the Certificates, The Chase Manhattan Bank notifies the Owner Trustee that the Certificate Registrar shall for any reason become it is unable to act as the Certificate Registrar, the Certificate Registrar Owner Trustee shall promptly give written notice to such effect to act, or the Owner Trustee shall, with the consent of the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York and which shall agree agrees to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trusteeit, to act act, as successor Certificate Registrar under this Agreement.
(b) . The Owner Trustee may revoke such appointment and remove The Chase Manhattan Bank as the Certificate Registrar if the Owner Trustee determines in its sole discretion that The Chase Manhattan Bank failed to perform its obligations under this Agreement in any material respect. The Chase Manhattan Bank shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and The Chase Manhattan Bank shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.8. The preceding provisions of this Section notwithstandingWhenever any Certificate is surrendered for exchange, the Owner Trustee shall not make execute, authenticate and (if the Certificate Registrar shall not register transfer or exchanges of is different than the Owner Trustee, then the Certificate Registrar shall) deliver the Certificates for a period of 15 days preceding which the due date for any payment with respect Certificateholder making the exchange is entitled to the Certificates.
(c) receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized in writinga commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee shall have received:
(1) or the Certificate Registrar may require payment of a representation from the transferee sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep maintain, or cause to be keptmaintained, at the office or agency maintained pursuant to Section 3.073.8, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedprovided in this Agreement. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the The Owner Trustee is hereby initially appointed Certificate Registrar shall for any reason become unable to act the purpose of registering Certificates and transfers and exchanges of Certificates as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act provided in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent the Authentication Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agentAuthentication Agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.8.
(1) No transfer of a Class C Certificate shall be made by GTFC-2 or any other Person unless such transfer is exempt from the registration requirements of the Securities Act of 1933 (the "Act"), as amended, and any applicable state securities laws or is made in accordance with the Act and laws. In the event that any such transfer is to be made, (A) the Depositor may require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Act and laws or is being made pursuant to the Act and laws, which Opinion of Counsel shall not be an expense of the Owner Trustee or the Depositor, and (B) the Owner Trustee shall require the transferee to execute an investment letter substantially in the form of Exhibit D attached hereto, which investment letter shall not be an expense of the Owner Trustee or the Depositor. Any Class C Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Owner Trustee, the Depositor and the Certificate 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. In addition, no transfer of a Class C Certificate shall be made by GTFC-2 or any other person to an Affiliate of the Originator without (i) the written Opinion of Counsel acceptable to and in form and substance satisfactory to the Depositor that in the event the Originator became a debtor under the United States Bankruptcy Code, a court exercising reasonable judgment under then existing statutes and precedents would not order that the assets of such Affiliate be consolidated with those of the Originator, which opinion shall not be an expense of the Owner Trustee or the Depositor, and (ii) written notification from each Rating Agency to the effect that such transfer will not cause such Rating Agency to downgrade its then-current ratings, if any, of any of the Securities below the lower of the then-current rating or the rating assigned to such Securities as of the Closing Date by such Rating Agency.
(2) Any transfer, sale or other disposition not in compliance with the provisions of this Section 3.4(c) shall be deemed to be void and of no legal force or effect whatsoever and such transferee shall be deemed to not be the Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Certificate, and shall be deemed to have no interest whatsoever in such Certificate.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The Certificates may not be acquired by or for the account of (i) a pension, profit sharing or other employee benefit plan, or an individual retirement account or Xxxxx plan, subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Benefit Plan"), or (ii) any entity whose underlying assets include "plan assets" (within the meaning of Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) by reason of a Benefit Plan's investment in the entity, including, without limitation, an insurance company acting on behalf of its general account.
(f) Notwithstanding anything contained herein to the contrary, the Owner Trustee and the Certificate Registrar shall not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, or applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if a certificate is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement and shall promptly notify the party delivering the same if such certificate does not so conform.
(g) Notwithstanding the preceding provisions of this Section notwithstandingSection, the Owner Trustee shall not make be required to make, and the Certificate Registrar shall not register transfer be required to register, transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificate.
(ch) Every Certificate presented or surrendered for registration of transfer or exchange Except as provided in paragraph (i) below, the Book-Entry Certificates shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially at all times remain registered in the form name of Exhibit B to the effect thatDepository or its nominee and at all times:
(i) registration of the Class B-1 and Class B-2 Certificates may not be transferred by the Owner Trustee except to another Depository;
(ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such transferee is Class B-1 and Class B-2 Certificates;
(iii) ownership and transfers of registration of the Class B-1 and Class B-2 Certificates on the books of the Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(v) the Owner Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Class B-1 and Class B-2 Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not a Non-U.S. Personbe deemed to be inconsistent if they are made with respect to different Certificate Owners; and
(vi) the Owner Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(i) If (i) the Depositor or the Depository advises the Owner Trustee in writing that the Depository is no longer willing or able properly to discharge its responsibilities as Depository and (ii) the Owner Trustee or the Depositor is unable to locate a qualified successor or (iii) the Depositor at its sole option advises the Owner Trustee in writing that it elects to terminate the book-entry system through the Depository, the Owner Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such transferee event and of the availability of definitive, fully registered Class B-1 and Class B-2 Certificates (the "Definitive Certificates") to Certificate Owners requesting the same. Upon surrender to the Owner Trustee of the Class B-1 and Class B-2 Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Owner Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Owner Trustee, to the extent applicable with respect to such Definitive Certificates and the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(j) On or prior to the Closing Date, there shall be delivered to the Depository one Class B-1 Certificate and one Class B-2 Certificate, each in registered form registered in the name of the Depository's nominee, Cede & Co., the total face amount of which represents 100% of the related Original Class B-1 Certificate Principal Balance or the Original Class B-2 Certificate Principal Balance, as applicable. Each such Class B Certificate registered in the name of the Depository's nominee shall bear the following legend: "Unless this Certificate is not presented by an authorized representative of The Depository Trust Company, a Benefit Plan;New York corporation ("DTC") to the Trust or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein."
Appears in 1 contract
Samples: Trust Agreement (Conseco Finance Securitizations Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [_______________] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner TrusteeTrustee and the Certificateholders, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder related Certificateholder or his such Certificateholder’s attorney duly authorized in writingwriting and accompanied by IRS Form W-8BEN-E, W-8ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with applicable law, including the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001) and its implementing regulations, the Financial Crimes Enforcement Network’s Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Law”). Pursuant to Applicable Law, the Owner Trustee is required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each Person who opens an account. For a non-individual Person such as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities). To the fullest extent permitted by Applicable Law, the Owner Trustee may conclusively rely on, and shall be fully protected and indemnified in relying on, any such information received. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. Failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder, which, at the sole option of the Owner Trustee, may result in the Owner Trustee’s resignation in accordance with the terms hereof. Further, the parties hereto agree that for purposes of Applicable Law, (a) each Certificateholder owning twenty five percent (25%) or more of the beneficial interest in the Issuer is and shall be deemed to be the beneficial owners of the Issuer for purposes of providing the information required under Applicable Law, and (b) each such Certificateholder is and shall deemed to be the parties with the power and authority to control the Issuer. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee Certificate Registrar in accordance with its customary practice. No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Owner Trustee Certificate Registrar shall have received:
(1) a representation certification letter from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer will not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on the U.S. federal income tax consequences to any Noteholder with respect to holding a Note) to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States person within the meaning of Section 7701(a)(30) of the Code and (B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee (and, if different, the Certificate Owner) is not a Non-U.S. Person; and;
(iiiv) in the event of any subsequent transfer of a Certificate (or any interest therein), such transferee (and, if different, the Certificate Owner) shall comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price paid in respect of such Certificate unless the transferee obtained a certificate providing for an exemption from such withholding);
(v) such transferee is not and is not acquiring such Certificate for the account of a Benefit PlanPlan or Plan subject to Similar Law;
(vi) after such transfer (or purported transfer), the Issuer would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vii) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code;
(viii) it either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code;
(ix) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Issuer would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(x) such transferee understands that the Certificates will bear legends substantially as set forth in Section 3.09;
(xi) (A) such transferee shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if such transferee is not the Certificate Owner, such Certificate Owner shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent necessary for the Issuer to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law);
(xii) no transfer of a Certificate (or interest therein) is permitted (nor shall a Certificate be so held) if (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));
(xiii) no transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));
(xiv) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than 2.1% of the entire Certificate Balance; and
(xv) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Issuer to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or for the account of a Benefit Plan or Plan subject to Similar Law shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of any Certificate that is not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (NISSAN AUTO RECEIVABLES Co II LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [The Owner Trustee] [________] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of 13 such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the [Borough of Manhattan], The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause ________ as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) received a representation from the transferee of such Certificate substantially acceptable to and in form and substance satisfactory to the form of Exhibit B Owner Trustee to the effect that:
(i) such transferee (A) is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a Nonplan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer, and (B) is not an insurance company purchasing a Certificate with funds contained in an "insurance company general account" (as defined in Section V(e) of Prohibited Transaction Class Exemption 95-U.S. Person60 ("PTCE 95-60")) as to which there is a Plan with respect to which the amount of such general account's reserves and liabilities for the contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTCE 95-60) of by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTCE 95-60) at the date of acquisition; andor
(ii) is a Plan or is an insurance company purchasing a Certificate with funds contained in an insurance company general account, having attached thereto an opinion of counsel satisfactory to the Owner Trustee, which opinion shall not be an expense of either the Owner Trustee or the Trust, addressed to the Owner Trustee, to the effect that the purchase or holding of such transferee Certificate will not result in the assets of the Owner Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Owner Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.04(c) or for taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a Benefit Plan;sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Trust Company shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which (Nissan 2005-A Amended & Restated Trust Agreement) shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a Benefit plan subject to Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. (Nissan 2005-A Amended & Restated Trust Agreement) To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Nissan Auto Receivables 2005-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Trust Company shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, ,which (Nissan 2004-B Amended & Restated Trust Agreement) shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a Benefit plan subject to Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. (Nissan 2004-B Amended & Restated Trust Agreement) To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Nissan Auto Receivables 2004-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep maintain, or cause to be keptmaintained, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedprovided in this Agreement. Wilmington Trust, National Association shall be the The Owner Trustee is hereby appointed initial Certificate Registrar. In Registrar for the event that the Certificate Registrar shall for any reason become unable to act purpose of registering Certificates and transfers and exchanges of Certificates as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act provided in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and compliance with subsection (c), the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent the Authentication Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount Certificates, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. (1) No transfer of a Certificate shall be made by Arcadia Receivables Finance Corp. VI or any other Person unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and any applicable state securities laws or is made in accordance with the Act and laws. In the event that any such transfer is to be made, (A) the Depositor may require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Act and laws or is being made pursuant to the Act and laws, which Opinion of Counsel shall not be an expense of the Owner Trustee or the Depositor, and (B) the Owner Trustee shall have received:
(1) a representation from require the transferee of such Certificate to execute an investment letter substantially in the form of Exhibit B C attached hereto, which investment letter shall not be an expense of the Owner Trustee or the Depositor. Any Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Owner Trustee, the Depositor and the Certificate 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. In addition, no transfer of a Certificate shall be made by Arcadia Receivables Finance Corp. VI or any other person to an Affiliate of the Servicer or the Seller without (i) the written Opinion of Counsel acceptable to and in form and substance satisfactory to the Depositor that in the event the Servicer or the Seller became a debtor under the United States Bankruptcy Code, a court exercising reasonable judgment under then existing statutes and precedents would not order that the assets of such Affiliate be consolidated with those of the Servicer or the Seller, which opinion shall not be an expense of the Owner Trustee or the Depositor, and (ii) written notification from each Rating Agency to the effect that:
(i) that such transferee is transfer will not a Noncause such Rating Agency to downgrade its then-U.S. Person; and
(ii) current ratings, if any, of any of the Notes below the lower of the then-current rating or the rating assigned to such transferee is not a Benefit Plan;Notes as of the Closing Date by such Rating Agency.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Deutsche Bank Trust Company Americas shall be the initial Certificate Registrar. In Registrar (the event that the Certificate Registrar shall for any reason become unable to act as “Certificate Registrar”). No certificate may be sold, the Certificate Registrar shall promptly give written notice transferred, assigned, participated, pledged, or otherwise disposed of to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act any Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this any attempted transfer in violation of Section 3.11 shall be null and void. 1300581 05134611 7 2005-1 Trust Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an “eligible guarantor institution” with membership or participation in a Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, the Owner Trustee shall have receivednot make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (15) days preceding any Payment Date for any payment with respect to the Certificates.
(f) Notwithstanding anything to the contrary in this Agreement, no transfer (or purported transfer) of any Certificate (or any economic interest therein, including any contract described in Treasury Regulation section 1.7704-1(a)(2)(i)(B)) shall be effective, and any such transfer (or purported transfer) shall be void ab initio, if after such transfer (or purported transfer) there would be more than 50 Certificateholders (where, for purposes of determining the number of Certificateholders, a person (beneficial owner) owning an interest in a partnership, grantor trust, or S corporation (“flow-through entity”), that owns, directly or through other flow-through entities, an interest in the Trust, is treated as a Certificateholder if more than 50 percent of the value of such beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust) or such transfer would otherwise cause the Trust to become a publicly traded partnership for U.S. federal income tax purposes;
(g) No transfer (or purported transfer) of a Certificate (or economic interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall 1300581 05134611 8 2005-1 Trust Agreement be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Administrator or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust and the Certificateholders that:
(1) a representation from it is acquiring the transferee Certificates for its own account and is the sole beneficial owner of such Certificate substantially in the form of Exhibit B to the effect that:Certificates;
(i2) such transferee the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a Non-U.S. Person“secondary market” or “substantial equivalent thereof” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury regulations thereunder; and
(ii3) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee is will not take any action, including any subsequent disposition of such Certificates or economic interest therein, that would cause the Trust to be treated as a Benefit Plan;publicly traded partnership for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Trust Agreement (M&i Dealer Auto Securitization LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Trust Company shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which (Nissan 2003-A Amended & Restated Trust Agreement) shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a Benefit plan subject to Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. (Nissan 2003-A Amended & Restated Trust Agreement) To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Nissan Auto Receivables 2003-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [____________] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Finance Receivables LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington TrustXxxxx Fargo Delaware Trust Company, National Association Association, shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) No transfer of a Certificate or any interest therein shall be made unless (i) the holder of such Certificate shall have first surrendered such Certificate to the Certificate Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall have first complied with the applicable provisions of Section 3.04.
(f) No transfer of a Certificate or any interest therein shall be made unless each prospective transferee represents and warrants, with respect to itself and each prospective beneficial owner of the Certificate, that it is not a member of an “expanded group” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) that directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts) owns Notes (other than Retained Notes).
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Receivables 2017-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Chase Manhattan Bank shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for No certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of to any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of Section 3.11 shall be null and void.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless the for any registration of transfer or exchange of Certificates, but Owner Trustee or Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, Owner Trustee shall have received:
not make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (115) a representation from the transferee of such Certificate substantially in the form of Exhibit B days preceding any Distribution Date for any payment with respect to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 3.073.8 by a certificate registrar (the "Certificate Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Chase Manhattan Bank shall be the initial Certificate Registrar. In the event that, subsequent to the date of issuance of the Certificates, The Chase Manhattan Bank notifies the Owner Trustee that the Certificate Registrar shall for any reason become it is unable to act as the Certificate Registrar, the Certificate Registrar Owner Trustee shall promptly give written notice to such effect to act, or the Owner Trustee shall, with the consent of the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York and which shall agree agrees to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trusteeit, to act act, as successor Certificate Registrar under this Agreement.
(b) . The Owner Trustee may revoke such appointment and remove The Chase Manhattan Bank as the Certificate Registrar if the Owner Trustee determines in its sole discretion that The Chase Manhattan Bank failed to perform its obligations under this Agreement in any material respect. The Chase Manhattan Bank shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and The Chase Manhattan Bank shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.8. The preceding provisions of this Section notwithstandingWhenever any Certificate is surrendered for exchange, the Owner Trustee shall not make execute, authenticate and (if the Certificate Registrar shall not register transfer or exchanges of is different than the Owner Trustee, then the Certificate Registrar shall) deliver the Certificates for a period of 15 days preceding which the due date for any payment with respect Cer-tificateholder making the exchange is entitled to the Certificates.
(c) receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized in writinga commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee shall have received:
(1) or the Certificate Registrar may require payment of a representation from the transferee sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Harrxx Xxxst Company of New York shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Borough of Manhattan, The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificate
Appears in 1 contract
Samples: Trust Agreement (Nissan Auto Receivables 2000-C Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [______________] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for No certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of to any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of Section 3.11 shall be null and void.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an “eligible guarantor institution” with membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of the Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, the Owner Trustee shall have received:
not make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (115) a representation from the transferee of such Certificate substantially in the form of Exhibit B days preceding any Distribution Date for any payment with respect to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [ ] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Borough of Manhattan, The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same Class of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust[________], National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 fifteen (15) days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) No transfer of a Certificate or any interest therein shall be made unless (i) the holder of such Certificate shall have first surrendered such Certificate to the Certificate Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall have first complied with the applicable provisions of Section 3.04.
(f) No transfer of a Certificate or any interest therein shall be made unless each prospective transferee represents and warrants, with respect to itself and each prospective beneficial owner of the Certificate, that it is not a member of an “expanded group” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) or a “controlled partnership” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) of such expanded group where any member of such “expanded group” directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts) owns Notes (other than Retained Notes).
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Finance Receivables LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, U.S. Bank Trust National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Receivables 2010-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Harrxx Xxxst Company of New York shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Borough of Manhattan, The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep maintain, or cause to be keptmaintained, at the office or agency maintained pursuant to Section 3.073.8, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedprovided in this Agreement. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the The Owner Trustee is hereby initially appointed Certificate Registrar shall for any reason become unable to act the purpose of registering Certificates and transfers and exchanges of Certificates as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act provided in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent the Authentication Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agentAuthentication Agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by (i) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Holder or his attorney duly authorized in writing, and (ii) a representation letter and certification in the form of Exhibit C hereto, duly executed by the transferee Holder. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The Certificates may not be acquired by or for the account of (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 1 of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any entity whose underlying assets include "plan assets" (within the meaning of Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company acting on behalf of its general account; provided, however, that a Certificate or an interest therein may be transferred to an insurance company acting on behalf of its general account if such insurance company represents and covenants in writing to the Company, the Owner Trustee, the Underwriters and the Servicer that (i) on the date of such transfer, less than 25% of the assets of such general account (as reasonably determined by such insurance company) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Certificate are eligible for exemptive relief under Sections (1) and (3) of Prohibited Transaction Class Exemption 95-60 and (iii) if, after the initial acquisition of such Certificate, at any time during any calendar quarter (A) 25% or more of the assets of such general account (as reasonably determined by such insurance company no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of such Certificate under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the DOL under ERISA or (B) the Company, the Owner Trustee, the Underwriters or the Servicer furnishes to the insurance company an opinion of counsel to the effect that the holding of such Certificate in the insurance company's general account causes the assets of the Trust to be considered "plan assets" (within the meaning of DOL Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA), then such insurance company will dispose of all of the Certificates then held in its general account by the end of the next following calendar quarter.
(f) Notwithstanding anything contained herein to the contrary, the Owner Trustee and the Certificate Registrar shall not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended, or the exemption provisions of ERISA; provided, however, that if a certificate is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the requirements of this Agreement and shall promptly notify the party delivering the same if such certificate does not so conform.
(g) Notwithstanding the preceding provisions of this Section notwithstandingSection, the Owner Trustee shall not make be required to make, and the Certificate Registrar shall not register transfer be required to register, transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificate.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to in accordance with the provisions of Section 3.07, 11.16 a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association a transfer agent and registrar (which may be the Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as herein provided. Wilmington Trust, National Association The Transfer Agent and Registrar shall initially be The Bank of New York. The Trustee may revoke such appointment and remove The Bank of New York as Transfer Agent and Registrar if the Trustee determines in its sole discretion that The Bank of New York failed to perform its obligations under this Agreement in any material respect. The Bank of New York shall be permitted to resign as Transfer Agent and Registrar upon 30 days' notice to the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate RegistrarSeller, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt ; provided, however, that such resignation shall not be effective and The Bank of such notice, New York shall continue to perform its duties as Transfer Agent and Registrar until the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it Trustee has appointed a successor Transfer Agent and otherwise Registrar reasonably acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Seller. Upon surrender for registration of transfer of any Registered Certificate at the any office or agency of the Transfer Agent and Registrar maintained pursuant to Section 3.07for such purpose, one or more new Registered Certificates (of the Owner Trustee same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest shall executebe executed, authenticate authenticated and deliver (or shall cause its authenticating agent to authenticate and deliver)delivered, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderRegistered Certificateholder, Registered Certificates (of the same Series and Class) may be -55- exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of a like aggregate amount fractional undivided interests in the Certificateholders' Interest, upon surrender of the Bearer Certificates to be exchanged at the an office or agency maintained of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section 3.07shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section notwithstanding, the Owner Trustee or the Transfer Agent and Registrar, as the case may be, shall not make and be required to register the transfer of or exchange any Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates.
(c, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Owner Trustee or the Transfer Agent and the Certificate Registrar duly executed by the Holder Investor Certificateholder or his attorney the attorney-in-fact thereof duly authorized in writing. Each Certificate No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Seller shall execute and deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Certificates.
(b) The Transfer Agent and Registrar will maintain at its expense in the Borough of Manhattan, The City of New York, an office or agency where Investor Certificates may be surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;exchange.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Household Affinity Funding Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Trust Company shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.. 10 (Nissan 2008-A Amended & Restated Trust Agreement)
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [___________] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Each Certificate shall bear a legend regarding reoffers, resales, pledges and transfers to the effect of the legend on the form of Certificate attached as Exhibit A hereto, unless determined otherwise by the Administrator (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. As a condition to the registration of any transfer of a Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Depositor and the Certificate Registrar the following:
(i) It has neither acquired nor will it transfer any Certificate it purchases (or any interest therein) or cause any such Certificates (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
(ii) It will be the beneficial owner of the Certificate and it either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates.
(iii) It understands that no subsequent transfer of the Certificates is permitted unless (A) such transfer is of a Certificate with a denomination of at least a Percentage Interest of 5.00%, (B) it causes its proposed transferee to provide to the Trust and the Certificate Registrar a letter substantially in the form of Exhibit C hereto, or such other written statement as the Depositor shall prescribe and (C) the Depositor consents in writing to the proposed transfer, which consent shall be granted unless the Depositor determines that such transfer would create a risk that the Trust or the Titling Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer.
(iv) It understands that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above.
(v) It is not a Benefit Plan nor will it hold the Certificates being transferred for the account of a Benefit Plan.
(vi) It is a Person who is either (A)(1) a citizen or resident of the United States or (2) a corporation or partnership (including any entity treated as a corporation or partnership for U.S. income tax purposes) organized in or under the laws of the United States, any state or the District of Columbia or (B) an estate the income of which is includible in gross income for federal income tax purposes, regardless of source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more U.S. Persons (as such term is defined in the Code) have the authority to control all substantial decisions of the trust. It agrees that it will provide a certification of non-foreign status signed under penalty of perjury (and such other certifications, representations or Opinions of Counsel as may be requested by the Depositor, the Owner Trustee and the Certificate Registrar).
(vii) It understands that any purported transfer of any Certificate (or any interest therein) in contravention of any of the restrictions and conditions in this Section shall be void, and the purported transferee in such transfer shall not be recognized by the Trust or any other Person as a Certificateholder for any purpose.
(c) By acceptance of any Certificate, the related Certificateholder specifically agrees with and represents to the Depositor, the Trust and Certificate Registrar that no transfer of such Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act because the transfer satisfies one of the following:
(i) Such transfer is in compliance with Rule 144A, to a transferee who the depositor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A and (A) the depositor thereof executes and delivers to the Depositor and the Certificate Registrar, a Rule 144A certificate substantially in the form attached as Exhibit B and (B) the transferee executes and delivers to the Depositor and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C.
(ii) After the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Depositor or the Certificate Registrar, delivers an Opinion of Counsel in form and substance satisfactory to the Depositor.
(iii) Such transfer is to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer is in accordance with any applicable securities laws of any State or any other jurisdiction, and such investor executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit D.
(d) Upon surrender for registration of transfer or exchange of any Certificate at the office or agency maintained pursuant to Section 3.073.05 and upon compliance with the provisions of this Agreement relating to such transfer or exchange, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
Certificates and (cii) Every the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. The Certificate Registrar shall require that every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 (or successor form) or such other form as may be reasonably required in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee shall have received:or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(1e) The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a representation from “publicly traded partnership” within the transferee meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h) and the Depositor shall take such Certificate substantially intent into account in the form determining whether or not to consent to any proposed transfer of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;any Certificate.
Appears in 1 contract
Samples: Trust Agreement (Toyota Lease Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, [Wilmington Trust, National Association Association] shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. [Wilmington Trust, National Association Association] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(iii) such transferee is not a Non-U.S. Person; and
(iiiii) such transferee is not a Benefit Plan;
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [___] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 fifteen (15) days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer or exchange in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) No transfer of a Certificate or any interest therein shall be made unless (i) the Holder of such Certificate shall have first surrendered such Certificate to the Certificate Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the Holder of such Certificate shall have first complied with the applicable provisions of Section 3.04.
(f) No transfer of a Certificate or any interest therein shall be made unless each prospective transferee represents and warrants, with respect to itself and each prospective beneficial owner of the Certificate, that it is not a member of an “expanded group” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) or a “controlled partnership” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) of such expanded group where any member of such “expanded group” directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts) owns Notes (other than Retained Notes).
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Finance Receivables LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Deutsche Bank Trust Company Delaware shall be the initial Certificate Registrar. In Registrar (the event that the Certificate Registrar shall for any reason become unable to act as "Certificate Registrar"). No certificate may be sold, the Certificate Registrar shall promptly give written notice transferred, assigned, participated, pledged, or otherwise disposed of to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act any Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of Section 3.11 shall be null and void.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, the Owner Trustee shall have receivednot make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (15) days preceding any Payment Date for any payment with respect to the Certificates.
(f) Notwithstanding anything to the contrary in this Agreement, no transfer (or purported transfer) of any Certificate (or any economic interest therein, including any contract described in Treasury Regulation section 1.7704-1
(a) (2)(i)(B)) shall be effective, and any such transfer (or purported transfer) shall be void ab initio, if after such transfer (or purported transfer) there would be more than 50 Certificateholders (where, for purposes of determining the number of Certificateholders, a person (beneficial owner) owning an interest in a partnership, grantor trust, or S corporation ("flow-through entity"), that owns, directly or through other flow-through entities, an interest in the Trust, is treated as a Certificateholder if more than 50 percent of the value of such beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Trust) or such transfer would otherwise cause the Trust to become a publicly traded partnership for U.S. federal income tax purposes;
(g) No transfer (or purported transfer) of a Certificate (or economic interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of the Trust, the Administrator or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Trust and the Certificateholders that:
(1) a representation from it is acquiring the transferee Certificates for its own account and is the sole beneficial owner of such Certificate substantially in the form of Exhibit B to the effect that:Certificates;
(i2) such transferee the transfer is not being effected on or through (x) an "established securities market" within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a Non-U.S. Person"secondary market" or "substantial equivalent thereof" within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury regulations thereunder; and
(ii3) such transfer will not cause the Trust to be classified as a publicly traded partnership for U.S. federal income tax purposes, and such purchaser or transferee is will not take any action, including any subsequent disposition of such Certificates or economic interest therein, that would cause the Trust to be treated as a Benefit Plan;publicly traded partnership for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Trust Agreement (M&i Dealer Auto Securitization LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Trust Company shall be the initial Certificate Registrar. In Registrar (the event that the Certificate Registrar shall for any reason become unable to act as "Certificate Registrar"). No certificate may be sold, the Certificate Registrar shall promptly give written notice transferred, assigned, participated, pledged, or otherwise disposed of to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act any Person except in accordance with the provisions of this Agreement applicable to it Section 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of Section 3.11 shall be null and void.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.8, and upon compliance with the provisions of this Agreement relating to such transfer, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Residual Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. .
(d) No transfer of a Certificate service charge shall be made unless for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) The preceding provisions of this Section 3.4 notwithstanding, the Owner Trustee shall have received:
not make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (115) a representation from the transferee of such Certificate substantially in the form of Exhibit B days preceding any Payment Date for any payment with respect to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington TrustWxxxx Fargo Delaware Trust Company, National Association Association, shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Receivables 2013-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, [Wilmington Trust, National Association Trust Company] shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. [Wilmington Trust, National Association Trust Company] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The a. Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07SECTION 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association The Chase Manhattan Bank shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for No certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of to any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act Person except in accordance with the provisions of this Agreement applicable to it SECTION 3.11 and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreementany attempted transfer in violation of SECTION 3.11 shall be null and void.
(b) b. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07SECTION 3.8, and upon compliance with the provisions of this Agreement relating to such transfer, Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the CertificatesSECTION 3.8.
(c) c. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. .
d. No transfer of a Certificate service charge shall be made unless the for any registration of transfer or exchange of Certificates, but Owner Trustee or Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
e. The preceding provisions of this SECTION 3.4 notwithstanding, Owner Trustee shall have received:
not make and the Certificate Registrar need not register any transfer or exchange of Certificates for a period of fifteen (115) a representation from the transferee of such Certificate substantially in the form of Exhibit B days preceding any Payment Date for any payment with respect to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;Certificates.
Appears in 1 contract
Samples: Trust Agreement (Ace Securities Corp Rv & Marine Trust 2001-Rv1)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association [___] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer Depositor or its designee shall appoint another bank or trust companycompany to act as successor Certificate Registrar under this Agreement, which shall entity will agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.073.05, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.073.05. The preceding provisions of this Section notwithstanding, (i) the Owner Trustee shall not make make, and the Certificate Registrar shall not register register, transfer or exchanges of Certificates for a period of 15 fifteen (15) days preceding the due date for any payment with respect to the CertificatesCertificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of Certificates only in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer or exchange in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing, an IRS Form W-9 and such other documentation as may be required by the Trust, the Owner Trustee, the Depositor, the Administrator or the Certificate Registrar to comply with AML Law. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not a Benefit Plan;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to a Non-U.S. Person or to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
(e) No transfer of a Certificate or any interest therein shall be made unless (i) the Holder of such Certificate shall have first surrendered such Certificate to the Certificate Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the Holder of such Certificate shall have first complied with the applicable provisions of Section 3.04.
(f) No transfer of a Certificate or any interest therein shall be made unless each prospective transferee represents and warrants, with respect to itself and each prospective beneficial owner of the Certificate, that it is not a member of an “expanded group” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) or a “controlled partnership” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) of such expanded group where any member of such “expanded group” directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts) owns Notes (other than Retained Notes).
Appears in 1 contract
Samples: Trust Agreement (Toyota Auto Finance Receivables LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust, National Association Harrxx Xxxst Company of New York shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which having an office or agency located in the Borough of Manhattan, The City of New York, and that shall agree to act in accordance with the provisions of this Agreement applicable to it it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement.
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received:
(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that:
(i) such transferee is not a Non-U.S. Person; and
(ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a Benefit plan subject to Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer;
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
Appears in 1 contract