Restrictions on Certificate Transfers. Holder shall not dispose of all or any part of his interest in a Voting Trust Certificate issued hereunder except under the conditions set forth in this Agreement. Any transfer of a Voting Trust Certificate shall result in its immediate cancellation.
Restrictions on Certificate Transfers. (a) After the Closing Date, no Retained Certificate shall be sold, transferred, conveyed or assigned unless counsel satisfactory to the Owner Trustee has rendered an Opinion of Counsel to the effect that (i) such sale, transfer, conveyance or assignment by the Depositor would not cause the Grantor Trust to fail to qualify as a grantor trust for United States federal income tax purposes and (ii) all Retained Notes (excluding for this purpose Retained Notes to the extent such Retained Notes are not treated as outstanding for United States federal income tax purposes) that are Class A Notes, Class B Notes, Class C Notes and Class D Notes will, when issued, be characterized as indebtedness for United States federal income tax purposes and all Retained Notes (excluding for this purpose Retained Notes to the extent such Retained Notes are not treated as outstanding for United States federal income tax purposes) that are Class N Notes should, when issued, be characterized as indebtedness for United States federal income tax purposes, provided, that the Opinion of Counsel required by clauses (i) and (ii) shall not be required if either (A) at least a majority of the Percentage Interests in the Trust are beneficially owned by Persons who are not Affiliates of the Depositor or (B) the Depositor sells, transfers, conveys or assigns such Retained Certificate to (1) an Affiliate of the Depositor treated as the Depositor for United States federal income tax purposes or (2) an Affiliate of the Depositor where such Retained Certificates transferred to such Affiliate represents all of the issued Certificates of the Trust and such Affiliate (including a person treated as an Affiliate for United States federal income tax purposes) also owns all of the Retained Notes.
(b) Each Certificateholder acknowledges and represents that it is not a member of an “expanded group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) that holds any Notes if such domestic corporation, directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts), owns 80% or more of the capital or profits of the Trust.
(c) Each Certificateholder, if it is acting as a nominee or in a similar capacity, represents and agrees that no beneficial owner for which it is acting as a nominee owns less th...
