Common use of Seller May Own Certificates or Notes Clause in Contracts

Seller May Own Certificates or Notes. (a) The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or the Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any other Basic Document. Notwithstanding the foregoing, the Seller shall not sell the Certificates except to an entity (a) that has provided an opinion of counsel to the effect that such sale will not cause the Trust to be treated as a “publicly traded partnership” under the Code and (b) that either (i) is not an Affiliate of the Seller or (ii) is an Affiliate of the Seller that (A) is a subsidiary of CNHCA or NH Credit, the certificate of formation and limited liability company agreement of which contains restrictions substantially similar to the restrictions contained in the certificate of formation and limited liability company agreement of the Seller and (B) has provided an Opinion of Counsel regarding substantive consolidation of such Affiliate with CNHCA or NH Credit in the event of a bankruptcy filing by CNHCA or NH Credit, as applicable, which is substantially similar to the Opinion of Counsel provided by Seller on the Closing Date, and which may be subject to the same assumptions and qualifications as that opinion. (b) The parties hereto acknowledge and consent to the fact that the Class B Notes will be acquired by the Depositor hereunder, and in turn transferred by the Depositor to the Originator on the Closing Date. In addition, the Originator and any Affiliate thereof may, whenever desired, sell, pledge or otherwise transfer the Class B Notes (including to an Affiliate or to an unaffiliated third-party) with the same rights as it would have if it were not the Originator or an Affiliate thereof, as applicable, and without notice to or the consent of any Noteholder, Certificateholder or any other Person, and without satisfaction of any Rating Agency Condition.

Seller May Own Certificates or Notes. (a) The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or the Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any other Basic Document. Notwithstanding the foregoing, the Seller shall not sell the Certificates except to an entity (a) that has provided an opinion of counsel to the effect that such sale will not cause the Trust to be treated as a “publicly traded partnership” under the Code and (b) that either (i) is not an Affiliate of the Seller or (ii) is an Affiliate of the Seller that (A) is a subsidiary of CNHCA or NH Credit, the certificate of formation and limited liability company agreement of which contains restrictions substantially similar to the restrictions contained in the certificate of formation and limited liability company agreement of the Seller and (B) has provided an Opinion of Counsel regarding substantive consolidation of such Affiliate with CNHCA or NH Credit in the event of a bankruptcy filing by CNHCA or NH Credit, as applicable, which is substantially similar to the Opinion of Counsel provided by Seller on the Closing Date, and which may be subject to the same assumptions and qualifications as that opinion. (b) The parties hereto acknowledge and consent to the fact that the Class B Notes will either (i) be acquired by the Depositor hereunder, and in turn transferred by the Depositor to the Originator or its Affiliate on the Closing Date or (ii) be acquired by the Originator or its Affiliate on the Closing Date. In addition, the Depositor, Originator and any Affiliate thereof may, whenever desired, sell, pledge sell or otherwise transfer the Class B Notes (including to an Affiliate or to an unaffiliated third-party) with the same rights as it would have if it were not the Originator Depositor or an Affiliate thereof, as applicable, and without notice to or the consent of any Noteholder, Certificateholder or any other Person, and without satisfaction of any Rating Agency Condition.

Seller May Own Certificates or Notes. (a) The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or the Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any other Basic Document. Notwithstanding the foregoing, the Seller shall not sell the Certificates except to an entity (a) that has provided an opinion of counsel to the effect that such sale will not cause the Trust to be treated as a “publicly traded partnership” under the Code and (b) that either (i) is not an Affiliate of the Seller or (ii) is an Affiliate of the Seller that (A) is a subsidiary of CNHCA or NH Credit, the certificate of formation and limited liability company agreement of which contains restrictions substantially similar to the restrictions contained in the certificate of formation and limited liability company agreement of the Seller and (B) has provided an Opinion of Counsel regarding substantive consolidation of such Affiliate with CNHCA or NH Credit in the event of a bankruptcy filing by CNHCA or NH Credit, as applicable, which is substantially similar to the Opinion of Counsel provided by Seller on the Closing Date, and which may be subject to the same assumptions and qualifications as that opinion. (b) The parties hereto acknowledge and consent to the fact that the Class B Notes will be acquired by the Depositor hereunder, and in turn transferred by the Depositor to the Originator or its Affiliate on the Closing Date. In addition, the Depositor, Originator and any Affiliate thereof may, whenever desired, sell, pledge sell or otherwise transfer the Class B Notes (including to an Affiliate or to an unaffiliated third-party) with the same rights as it would have if it were not the Originator Depositor or an Affiliate thereof, as applicable, and without notice to or the consent of any Noteholder, Certificateholder or any other Person, and without satisfaction of any Rating Agency Condition.

Seller May Own Certificates or Notes. (a) The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or the Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any other Basic Document. Notwithstanding the foregoing, the Seller shall not sell the Certificates except to an entity (a) that has provided an opinion of counsel to the effect that such sale will not cause the Trust to be treated as a “publicly traded partnership” under the Code and (b) that either (i) is not an Affiliate of the Seller or (ii) is an Affiliate of the Seller that (A) is a subsidiary of CNHCA or NH Credit, the certificate of formation and limited liability company agreement of which contains restrictions substantially similar to the restrictions contained in the certificate of formation and limited liability company agreement of the Seller and (B) has provided an Opinion of Counsel regarding substantive consolidation of such Affiliate with CNHCA or NH Credit in the event of a bankruptcy filing by CNHCA or NH Credit, as applicable, which is substantially similar to the Opinion of Counsel provided by Seller on the Closing Date, and which may be subject to the same assumptions and qualifications as that opinion. (b) The parties hereto acknowledge and consent to the fact that the Class B Notes will may be acquired by the Depositor or an Affiliate hereunder, and with respect to the Class B Notes acquired by the Depositor, may in turn be transferred by the Depositor to the Originator on the Closing Date. In addition, the Depositor, the Originator and any Affiliate thereof may, whenever desired, sell, pledge or otherwise transfer the such Class B Notes (including to an Affiliate or to an unaffiliated third-party) with the same rights as it would have if it were not the Depositor, the Originator or an Affiliate thereof, as applicable, and without notice to or the consent of any Noteholder, Certificateholder or any other Person, and without satisfaction of any Rating Agency Condition.