Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (b) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition 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. Neither the Trust nor any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has been registered as an investment company under the Investment Company Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent or an Affiliate of the Depositor or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the Investment Company Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Administrators, the Owner Trustee 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. (c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, or with assets of, a Plan. (d) No transfer of any Owner Trust Certificate shall be made to any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code if such Person is exempt from taxation under Section 501(a) of the Code. (e) The Owner Trust Certificates shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c) and (d). (f) Subject to compliance with Sections 12.1(b), (c) and (d), upon surrender for registration of transfer of the Owner Trust Certificates at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delaware, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar. (g) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delaware. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive. (h) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such person's attorney duly authorized in writing. (i) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates. (j) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 2 contracts
Samples: Deposit Trust Agreement (Delta Financial Corp), Deposit Trust Agreement (Delta Financial Corp)
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Deposit Trust Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators Manager, and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholder) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements.
(c) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other the disposition is exempt from the registration and/or qualification requirements of the Securities 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the Securities 1933 Act and such state securities laws. Neither the Trust Issuer nor any trust fund in which an Underlying Certificate a Pledged Security evidences a beneficial ownership interest has been registered as an investment company under the Investment Company 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent QIB or an Affiliate of the Depositor Trust or (ii) to any Person that would require the Trust issuer of any Pledged Security or any such trust fund underlying a Pledged Security to be registered as an investment company under the Investment Company 1940 Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Administrators, the Owner Trustee 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, any "plan" as defined in Section 4975 of the Code that is subject to Section 4975 of the Code or any entity deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any such employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code plan (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, of a Plan. No transfer of any Owner Trust Certificates or any interest therein shall be made by CRIIMI MAE Inc. or any subsidiary thereof unless the Indenture Trustee shall have received an Opinion of Counsel to the effect that such transfer will not cause the Issuer to be subject to an entity-level federal income tax to which REITs and QRSs are not otherwise subject provided that (i) such Owner Trust Certificates may be pledged by CRIIMI MAE Inc. or any such subsidiary to secure indebtedness of CRIIMI MAE Inc. or a subsidiary thereof and may be the subject of repurchase or other financing agreements treated as secured indebtedness of CRIIMI MAE Inc. or a subsidiary thereof for federal income tax purposes and (ii) no such Opinion of Counsel shall be required in connection with the sale of any such Owner Trust Certificates by the related lender upon a default under any such indebtedness.
(d) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall be made refuse to register any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code such transfer, if such Person is exempt from taxation under Section 501(a) of sale, transfer or other disposition would result in the CodeTrust ceasing to be a QRS.
(e) The For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificates Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Owner Trustee shall have received written confirmation from the Rating Agency to the effect that such sale, transfer or other disposition will not result in the qualification, downgrade or withdrawal of any then current rating on the Bonds.
(f) Each Owner Trust Certificate shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c), (d) and (de).
(fg) Subject to compliance with Sections 12.1(b), (c), (d) and (de), upon surrender for registration of transfer of the any Owner Trust Certificates Certificate at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delawarethe City of New York, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(gh) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest Interest, upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delawarethe City of New York. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(hi) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such person's attorney duly authorized in writing.
(ij) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(jk) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 1 contract
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby xxxxxx agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition 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. Neither the Trust nor any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has been registered as an investment company under the Investment Company Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent or an Affiliate of the Depositor or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the Investment Company Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Administrators, the Owner Trustee 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, or with assets of, a Plan.
(d) No transfer of any Owner Trust Certificate shall be made to any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code if such Person is exempt from taxation under Section 501(a) of the Code.
(e) The Owner Trust Certificates shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c) and (d).
(f) Subject to compliance with Sections 12.1(b), (c) and (d), upon surrender for registration of transfer of the Owner Trust Certificates at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delaware, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(g) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delaware. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(h) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such person's attorney duly authorized in writing.
(i) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(j) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 1 contract
Samples: Indenture (Delta Financial Corp)
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Deposit Trust Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators Manager, and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholder) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements.
(c) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other the disposition is exempt from the registration and/or qualification requirements of the Securities 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the Securities 1933 Act and such state securities laws. Neither the Trust Issuer nor any trust fund in which an Underlying a Pledged Certificate evidences a beneficial ownership interest has been registered as an investment company under the Investment Company 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent QIB or an Affiliate of the Depositor Trust or (ii) to any Person that would require the Trust Issuer or any such trust fund to be registered as an investment company under the Investment Company 1940 Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Administrators, the Owner Trustee 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, of a Plan.
(d) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall be made refuse to register any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code such transfer, if such Person is exempt from taxation under Section 501(a) of sale, transfer or other disposition would result in the CodeTrust ceasing to be a QRS.
(e) The For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificates Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Owner Trustee shall have received written confirmation from each Rating Agency to the effect that such sale, transfer or other disposition will not result in the qualification, downgrade or withdrawal of any then current rating on the Bonds.
(f) Each Owner Trust Certificate shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c), (d) and (de).
(fg) Subject to compliance with Sections 12.1(b), (c), (d) and (de), upon surrender for registration of transfer of the any Owner Trust Certificates Certificate at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delawarethe City of New York, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(gh) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delawarethe City of New York. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(hi) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such person's attorney duly authorized in writing.
(ij) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(jk) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 1 contract
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar appointed by the Depositor Depositors (the "“Certificate Registrar"”) a register (the "“Certificate Register"”) in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the DepositorDepositors, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee Owner Trustee shall immediately succeed to its predecessor's ’s duties as Certificate Registrar. The Each Depositor, the Administrators Administrator, and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition 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. Neither the The Trust nor any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has not been registered as an investment company under the Investment Company Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than (a) a QIB, QIB or (b) a Person involved in the Collateral Agent organization or operation of the Trust or an Affiliate of such Person within the Depositor meaning of the Investment Company Act or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the Investment Company Act. If such transfer is to be made to any Person who, to who is not a Person involved in the actual knowledge organization or operation of the Certificate Registrar, is not the Collateral Agent Trust or an Affiliate of such Person within the Depositormeaning of the Investment Company Act, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's ’s prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Acthereto. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the DepositorDepositors, the AdministratorsAdministrator, the Owner Trustee Trustee, the Trust Agent 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "“Plan"”), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, as named fiduciary of, as agent of, or with assets of, of a Plan.
(d) No transfer of any Owner Trust Certificate shall be made to any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code if such Person is exempt from taxation under Section 501(a) of the Code.
(e) The Owner Trust Certificates shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c) and (d).
(f) Subject to compliance with Sections 12.1(b), (c) and (d), upon surrender for registration of transfer of the Owner Trust Certificates at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delaware, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(g) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delaware. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(h) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such person's attorney duly authorized in writing.
(i) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(j) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 1 contract
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators Administrator and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition 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. Neither the Trust Issuer nor any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has been registered as an investment company under the Investment Company Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent QIB or an Affiliate of the Depositor or (ii) to any Person that would require the Trust Issuer or any such trust fund to be registered as an investment company under the Investment Company Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, who is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Acthereto. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the TrustIssuer, the Depositor, the AdministratorsAdministrator, the Owner Trustee, the Indenture Trustee 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx Keogh plans and collective investment funds and separate accounts in which ix xxxch such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, or with assets of, a Plan.
(d) No transfer of any Owner Trust Certificate shall be made to any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code if such Person is exempt from taxation under Section 501(a) of the Code.
(e) The Owner Trust Certificates shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), 12.1 (cb) and (dc).
(fe) Subject to compliance with Sections 12.1(b), (c) and (dc), upon surrender for registration of transfer of the Owner Trust Certificates at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delaware, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(gf) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delaware. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(hg) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such person's attorney duly authorized in writing.
(ih) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(ji) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 1 contract
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Deposit Trust Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators General Administrator, and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder(s)) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholder(s)) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements.
(c) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other the disposition is exempt from the registration and/or qualification requirements of the Securities 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the Securities 1933 Act and such state securities laws. Neither the The Trust nor any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has not been registered as an investment company under the Investment Company 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent QIB or an Affiliate of the Depositor Trust or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the Investment Company 1940 Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Administrators, the Owner Trustee 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, of a Plan.
(d) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall be made refuse to register any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code such transfer, if such Person is exempt from taxation under Section 501(a) of sale, transfer or other disposition would result in the CodeTrust ceasing to be a QRS.
(e) The For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificates Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Owner Trustee shall have received written confirmation from each Rating Agency to the effect that such sale, transfer or other disposition will not result in the qualification, downgrade or withdrawal of any then current rating on the Bonds.
(f) Each Owner Trust Certificate shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c), (d) and (de).
(fg) Subject to compliance with Sections 12.1(b), (c), (d) and (de), upon surrender for registration of transfer of the any Owner Trust Certificates Certificate at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delaware[the City of New York], the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(gh) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delaware[the City of New York]. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(hi) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such personPerson's attorney duly authorized in writing.
(ij) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(jk) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 1 contract
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Deposit Trust Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators Administrator, and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder(s)) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholder(s)) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements.
(c) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other the disposition is exempt from the registration and/or qualification requirements of the Securities 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the Securities 1933 Act and such state securities laws. Neither the The Trust nor any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has not been registered as an investment company under the Investment Company 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent QIB or an Affiliate of the Depositor Trust or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the Investment Company 1940 Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Administrators, the Owner Trustee 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, of a Plan.
(d) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall be made refuse to register any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code such transfer, if such Person is exempt from taxation under Section 501(a) of sale, transfer or other disposition would result in the CodeTrust ceasing to be a QRS.
(e) The For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificates Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Owner Trustee shall have received written confirmation from each Rating Agency to the effect that such sale, transfer or other disposition will not result in the qualification, downgrade or withdrawal of any then current rating on the Bonds.
(f) Each Owner Trust Certificate shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c), (d) and (de).
(fg) Subject to compliance with Sections 12.1(b), (c), (d) and (de), upon surrender for registration of transfer of the any Owner Trust Certificates Certificate at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delaware______________, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(gh) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delaware___________. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(hi) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such personPerson's attorney duly authorized in writing.
(ij) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(jk) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 1 contract
Samples: Deposit Trust Agreement (Imperial Credit Commercial Mortgage Acceptance Corp)
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition 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. Neither the Trust nor any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has been registered as an investment company under the Investment Company Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent or an Affiliate of the Depositor or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the Investment Company Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Administrators, the Owner Trustee 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, or with assets of, a Plan.
(d) No transfer of any Owner Trust Certificate shall be made to any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code if such Person is exempt from taxation under Section 501(a) of the Code.
(e) The Owner Trust Certificates shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c) and (d).
(f) Subject to compliance with Sections 12.1(b), (c) and (d), upon surrender for registration of transfer of the Owner Trust Certificates at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delaware, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(g) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust Certificates, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delaware. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(h) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such person's attorney duly authorized in writing.
(i) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(j) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
Appears in 1 contract
Samples: Indenture (Delta Financial Corp)
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar appointed by the Depositor Company (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the DepositorCompany, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The DepositorCompany, the Administrators Manager, the Owner Trustee, the Indenture Trustee, the Master Servicer and the Owner Trustee Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The Certificate Registrar shall notify the Company, the Manager, the Owner Trustee, the Indenture Trustee, the Master Servicer and the Special Servicer in writing of the identity of each Holder of an Owner Trust Certificate on the Record Date subsequent to a transfer pursuant to Article XII herein.
(b) No transfer, sale, pledge or other disposition transfer of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition transfer is exempt from the made pursuant to an effective registration and/or qualification requirements of statement under the Securities Act Act, and any effective registration or qualification under applicable state securities laws, or is otherwise made in accordance with the Securities Act and a transaction that does not require such state securities lawsregistration or qualification. Neither the Trust nor If any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has been registered as an investment company under the Investment Company Act, and no such transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, held by the Collateral Agent or an Affiliate of the Depositor or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the Investment Company Act. If such transfer related transferor is to be made to any Person who, without registration under the Securities Act (other than in connection with the initial issuance thereof to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the DepositorCompany), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either either: (xi) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 C-1 hereto or such other certification reasonably acceptable to the Owner Trustee; (ii) a certificate from such Certificateholder substantially in the form attached as Exhibit C-2 hereto or such other certification reasonably acceptable to the Owner Trustee and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 D-1 or, in the case of the Class P Certificates, Exhibit D-2 hereto or such other certification reasonably acceptable to the Owner Trustee; or (yiii) an Opinion of Counsel reasonably satisfactory to the Owner Trustee to the effect that such transfer is not required to may be registered made without registration under the Securities ActAct (which Opinion of 37 Counsel shall not be an expense of the Owner Trust or of the Company, the Manager, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Special Servicer or the Certificate Registrar in their respective capacities as such), together with the written certifications as to the facts surrounding such transfer from the transferor and the prospective transferee on which such Opinion of Counsel is based. None of the TrustCompany, the DepositorManager, the Owner Trustee or Trustee, the Indenture Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar is or any other person shall be obligated to register or qualify any Class of Owner Trust Certificate Certificates under the Securities Act or any other securities laws law or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect such a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the TrustCompany, the Depositor, the AdministratorsManager, the Owner Trustee Trustee, the Indenture Trustee, the Master Servicer, the Special Servicer, the Fiscal Agent 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.
(c) No transfer of any an Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx Keogh plans and bank collective investment funds invxxxxxnt funds, insurance company general and separate accounts and other entitites in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to Section 406 of ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, of a Plan, unless the prospective transferee provides the Certificate Registrar with (i) a certification substantially in the form of paragraph 1 of Exhibit D-3 attached hereto and an Opinion of Counsel which establishes to the reasonable satisfaction of the Owner Trustee that such transfer is permissible under applicable law, will not result in any prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Company, the Manager, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Special Servicer or the Certificate Registrar to any obligation in addition to those undertaken in this Agreement and the other Operative Agreements or (ii) a certification substantially in the form of paragraph 1 of Exhibit D-3 attached hereto to the foregoing effect and to the effect that (A) the purchaser is an insurance company and the source of funds used to purchase such Owner Trust Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60), (B) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied and will continue to be satisfied and (C) there is no Plan with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such Owner Trust Certificate. Each Person who acquires any Owner Trust Certificate or interest therein (unless it shall have delivered the documents referred to in the preceding sentence) shall be required to deliver to the Certificate Registrar a certification to the effect set forth in paragraph 2 of Exhibit D-3 attached hereto.
(d) No transfer of any an Owner Trust Certificate or any interest therein shall be made to any Person prospective transferee unless such transferee provides the Certificate Registrar with (i) a transferee letter, substantially in the form of Exhibit D-4 attached hereto, to the effect that such transferee is not a "United States person" REIT or a QRS under the Code and that, for so long as defined it retains its interest in Section 7701(a)(30such Owner Trust Certificate, it shall endeavor to remain a REIT or a QRS under the Code, among other things, (ii) an Independent Opinion of Counsel which establishes to the reasonable satisfaction of the Owner Trustee that such transfer would not cause the Owner Trust to cease to be treated as a QRS under the Code if and could not result in the imposition of an entity-level tax on the Owner Trust to which REITs and QRSs are not otherwise subject under the Code and (iii) written confirmation from each Rating Agency to the effect that such Person is exempt from taxation under Section 501(a) transfer would not cause such Rating Agency to downgrade, qualify or withdraw any rating then assigned by such Rating Agency to any Class of the CodeBonds.
(e) The Each Owner Trust Certificates Certificate shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c) and (d).
(f) Subject to compliance with Sections 12.1(b), (c) and (d), upon surrender for registration of transfer of the any Owner Trust Certificates Certificate at the office of the Certificate Registrar or at its agent in the office City of its Agent in Wilmington, DelawareNew York, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(g) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, Registrar or its agent in the office City of its Agent in Wilmington, DelawareNew York. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(h) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such person's attorney duly authorized in writing.
(i) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(j) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
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Samples: Owner Trust Agreement (Imh Assets Corp Impac CMB Trust 1998 C1 Col Mor Bond 1998 C1)
Registration of Transfer and Exchange of Owner Trust Certificates. (a) At all times during the term of this Deposit Trust Agreement, there shall be maintained at the office of a registrar appointed by the Depositor (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Administrators General Administrator, and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.
(b) [No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder(s)) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholder(s)) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements.][or insert other applicable transfer restrictions]
(c) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or other the disposition is exempt from the registration and/or qualification requirements of the Securities 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the Securities 1933 Act and such state securities laws. Neither the The Trust nor any trust fund in which an Underlying Certificate evidences a beneficial ownership interest has not been registered as an investment company under the Investment Company 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB, the Collateral Agent QIB or an Affiliate of the Depositor Trust or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the Investment Company 1940 Act. If such transfer is to be made to any Person who, to the actual knowledge of the Certificate Registrar, is not the Collateral Agent or an Affiliate of the Depositor, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either (x) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto or (y) an Opinion of Counsel to the effect that such transfer is not required to be registered under the Securities Act. None of the Trust, the Depositor, the Owner Trustee or the Certificate Registrar is obligated to register or qualify any Owner Trust Certificate under the Securities Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of any Owner Trust Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transfer of an Owner Trust Certificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Administrators, the Owner Trustee 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.
(c) No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, of a Plan.
(d) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall be made refuse to register any Person that is not a "United States person" as defined in Section 7701(a)(30) of the Code such transfer, if such Person is exempt from taxation under Section 501(a) of sale, transfer or other disposition would result in the CodeTrust ceasing to be a [QRS][REIT].
(e) The For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificates Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Owner Trustee shall have received written confirmation from each Rating Agency to the effect that such sale, transfer or other disposition will not result in the qualification, downgrade or withdrawal of any then current rating on the Bonds.
(f) Each Owner Trust Certificate shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c), (d) and (de).
(fg) Subject to compliance with Sections 12.1(b), (c), (d) and (de), upon surrender for registration of transfer of the any Owner Trust Certificates Certificate at the office of the Certificate Registrar or at the office of its Agent in Wilmington, Delaware[the City of New York], the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar.
(gh) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust CertificatesCertificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in Wilmington, Delaware[the City of New York]. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive.
(hi) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by, the Certificateholder thereof or such personPerson's attorney duly authorized in writing.
(ij) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed or any reasonable expenses in connection with any registration of transfer or exchange of Owner Trust Certificates.
(jk) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange.
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