Common use of Restrictions on Transfer of Residual Certificates Clause in Contracts

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, "transferred" or a "transfer") only in accordance with this Section 4.10. (b) No transfer of a Residual Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. Except for the initial issuance of the Residual Certificate to the Sponsor, the Indenture Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer certifying to the Indenture Trustee and the Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Indenture Trustee or the Insurer or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Indenture Trustee, the Insurer or the Sponsor. The Holder of a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Sponsor and the Insurer 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) The Residual Certificate and any interests therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Residual Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee and the Insurer, the performance of every covenant and obligation of the Sponsor hereunder and (C) as part of its acquisition of a Residual Certificate, acquire all rights of the Sponsor or any transferee under this Section 4.10(c) to amounts payable to the Residual Certificateholder or such transferee under Section 8.7(d)(xiii) of the Indenture; (ii) the Holder of the Residual Certificates shall deliver to the Indenture Trustee and the Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 4.10(c) and that all conditions precedent provided by this Section 4.10(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 4.10(c) have been complied with, and the Indenture Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the Holder of the Residual Certificates shall deliver to the Indenture Trustee and the Insurer a letter from each Rating Agency confirming that its rating of the Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the transferee of the Residual Certificates shall deliver to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Notes after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Noteholder or any Residual Certificateholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Trust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue the perfection of the interest of the Trust in the Mortgage Loans and the other property conveyed hereunder shall have been taken or made and (vi) the Insurer shall have consented to such transfer. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 4.10(c) shall not apply in the event the Indenture Trustee shall have received a letter from each Rating Agency confirming that its rating of the Notes, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A), shall not be reduced or withdrawn without regard to the Policy. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Residual Certificates to the Sponsor. Except for the initial issuance of the Residual Certificate to the Sponsor, no transfer of a Residual Certificate shall be made unless the Indenture Trustee and the Insurer shall have received a representation letter from the transferee of such Residual Certificate, acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer to the effect that such transferee is not a Benefit Plan, nor a Person acting on behalf of or using the assets of a Benefit Plan, which representation letter shall not be an expense of the Indenture Trustee or the Insurer. (d) No transfer or pledge of the Residual Certificates shall result in more than 98 other holders of Residual Certificates.

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, "transferred" or a "transfer") only in accordance with this Section 4.10. (b) No transfer of a Residual Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. Except for the initial issuance of the Residual Certificate to the Sponsor, the Indenture Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer certifying to the Indenture Trustee and the Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Indenture Trustee or the Insurer or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Indenture Trustee, the Insurer or the Sponsor. The Holder of a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Sponsor and the Insurer 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) The Residual Certificate and any interests therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Residual Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee and the Insurer, the performance of every covenant and obligation of the Sponsor hereunder and (C) as part of its acquisition of a Residual Certificate, acquire all rights of the Sponsor or any transferee under this Section 4.10(c) to amounts payable to the Residual Certificateholder such Sponsor or such transferee under Section 8.7(d)(xiii8.7(c)(xv) of the Indenture; Indenture (with respect to the Residual Certificate) (ii) the Holder of the Residual Certificates shall deliver to the Indenture Trustee and the Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 4.10(c) and that all conditions precedent provided by this Section 4.10(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 4.10(c) have been complied with, and the Indenture Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the Holder of the Residual Certificates shall deliver to the Indenture Trustee and the Insurer a letter from each Rating Agency confirming that its rating of the Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the transferee of the Residual Certificates shall deliver to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Notes after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Noteholder or any Residual Certificateholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Trust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue the perfection of the interest of the Trust in the Mortgage Loans and the other property conveyed hereunder shall have been taken or made and (vi) the Insurer shall have consented to such transfer. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 4.10(c) shall not apply in the event the Indenture Trustee shall have received a letter from each Rating Agency confirming that its rating of the Notes, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A), shall not be reduced or withdrawn without regard to the Policy. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Residual Certificates to the Sponsor. Except for the initial issuance of the Residual Certificate to the Sponsor, no transfer of a Residual Certificate shall be made unless the Indenture Trustee and the Insurer shall have received a representation letter from the transferee of such Residual Certificate, acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer to the effect that such transferee is not a Benefit Plan, nor a Person acting on behalf of or using the assets of a Benefit Plan, which representation letter shall not be an expense of the Indenture Trustee or the Insurer. (d) No transfer or pledge of the Residual Certificates shall result in more than 98 other holders of Residual Certificates.

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, "transferred" or a "transfer") only in accordance with this Section 4.10. (b) No transfer of a Residual Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. Except for the initial issuance of the Residual Certificate to the Sponsor, the Indenture Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer Controlling Party certifying to the Indenture Trustee and the Insurer Controlling Party the facts surrounding such transfer, which investment letter shall not be an expense of the Indenture Trustee or the Insurer Controlling Party or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Insurer Controlling Party and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Indenture Trustee, the Insurer Controlling Party or the Sponsor. The Holder of a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Sponsor and Sponsor, the Insurer and Xxxxxxx Mac 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) The Residual Certificate and any interests interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Residual Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee Trustee, the Insurer and the InsurerXxxxxxx Mac, the performance of every covenant and obligation of the Sponsor hereunder and (C) as part of its acquisition of a Residual Certificate, acquire all rights of the Sponsor or any transferee under this Section 4.10(c) to amounts payable to the Residual Certificateholder such Sponsor or such transferee under Section 8.7(d)(xiii8.7(d)(xiv) of the IndenturePooling Agreement; (ii) the Holder of the Residual Certificates shall deliver to the Indenture Trustee and Trustee, the Insurer and Xxxxxxx Mac an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 4.10(c) and that all conditions precedent provided by this Section 4.10(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 4.10(c) have been complied with, and the Indenture Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the Holder of the Residual Certificates shall deliver to the Indenture Trustee and Trustee, the Insurer and Xxxxxxx Mac a letter from each Rating Agency confirming that its rating of the NotesSecurities, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the transferee of the Residual Certificates shall deliver to the Indenture Trustee and Trustee, the Insurer and Xxxxxxx Mac an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Notes Securities after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Noteholder Securityholder or any Residual Certificateholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Trust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue the perfection of the interest of the Trust in the Mortgage Loans and the other property conveyed hereunder shall have been taken or made and (vi) the Insurer Controlling Party shall have consented to such transfer. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 4.10(c) shall not apply in the event the Indenture Trustee shall have received a letter from each Rating Agency confirming that its rating of the NotesSecurities, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A), shall not be reduced or withdrawn without regard to the Policy. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Residual Certificates to the Sponsor. Except for the initial issuance of the Residual Certificate to the Sponsor, no transfer of a Residual Certificate shall be made unless the Indenture Trustee and the Insurer Controlling Party shall have received a representation letter from the transferee of such Residual Certificate, acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer Controlling Party to the effect that such transferee is not a Benefit Plan, nor a Person acting on behalf of or using the assets of a Benefit Plan, which representation letter shall not be an expense of the Indenture Trustee Trustee, or the InsurerControlling Party. (d) No transfer or pledge of the Residual Certificates shall result in more than 98 other holders of Residual Certificates.

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, "transferred" or a "transfer") only in accordance with this Section 4.10. (b) No transfer of a Residual Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. Except for the initial issuance of the Residual Certificate to the Sponsor, the Indenture Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer Controlling Party certifying to the Indenture Trustee and the Insurer Controlling Party the facts surrounding such transfer, which investment letter shall not be an expense of the Indenture Trustee or the Insurer Controlling Party or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Insurer Controlling Party and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Indenture Trustee, the Insurer Controlling Party or the Sponsor. The Holder of a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Sponsor and Sponsor, the Insurer and Xxxxxxx Mac 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) The Residual Certificate and any interests interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Residual Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee Trustee, the Insurer and the InsurerXxxxxxx Mac, the performance of every covenant and obligation of the Sponsor hereunder and (C) as part of its acquisition of a Residual Certificate, acquire all rights of the Sponsor or any transferee under this Section 4.10(c) to amounts payable to the Residual Certificateholder such Sponsor or such transferee under Section 8.7(d)(xiii8.7(d)(xiv) of the IndenturePooling Agreement; (ii) the Holder of the Residual Certificates shall deliver to the Indenture Trustee and Trustee, the Insurer and Xxxxxxx Mac an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 4.10(c) and that all conditions precedent provided by this Section 4.10(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 4.10(c) have been complied with, and the Indenture Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the Holder of the Residual Certificates shall deliver to the Indenture Trustee and Trustee, the Insurer and Xxxxxxx Mac a letter from each Rating Agency confirming that its rating of the NotesSecurities, after giving effect to such transfer, will not be reduced or withdrawn without regard to the PolicyPolicy or the Guarantee; (iv) the transferee of the Residual Certificates shall deliver to the Indenture Trustee and Trustee, the Insurer and Xxxxxxx Mac an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Notes Securities after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Noteholder Securityholder or any Residual Certificateholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Trust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue the perfection of the interest of the Trust in the Mortgage Loans and the other property conveyed hereunder shall have been taken or made and (vi) the Insurer Controlling Party shall have consented to such transfer. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 4.10(c) shall not apply in the event the Indenture Trustee shall have received a letter from each Rating Agency confirming that its rating of the NotesSecurities, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A), shall not be reduced or withdrawn without regard to the PolicyPolicy or the Guarantee. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Residual Certificates to the Sponsor. Except for the initial issuance of the Residual Certificate to the Sponsor, no transfer of a Residual Certificate shall be made unless the Indenture Trustee and the Insurer Controlling Party shall have received a representation letter from the transferee of such Residual Certificate, acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer Controlling Party to the effect that such transferee is not a Benefit Plan, nor a Person acting on behalf of or using the assets of a Benefit Plan, which representation letter shall not be an expense of the Indenture Trustee Trustee, or the InsurerControlling Party. (d) No transfer or pledge of the Residual Certificates shall result in more than 98 other holders of Residual Certificates.