Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes and (ii) the Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (“Similar Law”). By accepting and holding a Certificate (or any interest therein), the holder thereof shall be deemed to have represented and warranted that it is not, and is not purchasing the Certificate (or any interest therein) on behalf of, a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (ii) above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
Appears in 7 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2), Trust Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan and (iii) the Certificate (or any governmental, non-U.S., interest therein) may not be acquired by or church plan for the account of (x) any person which is not a United States person under the Code or (y) any other employee benefit plan or retirement arrangement person considered a partnership for United States Federal income tax purposes unless all of its partners for such purposes are United States persons under the Code; provided that is subject the condition set forth in (i) above will not apply to a law that is substantially similar transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the fiduciary responsibility provisions Owner Trustee that it is a C Corporation for U.S. federal income tax purposes (within the meaning of ERISA or Section 4975 1361(a)(2) of the Code (“Similar Law”Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of, of a Benefit Plan Plan. By accepting and holding the Certificate (or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement interest therein) the Holder shall be deemed to have represented and warranted that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) With respect to paragraphs (d) and (e) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d) and (e) would not be applicable in connection with any transfer.
Appears in 7 contracts
Samples: Trust Agreement (Volkswagen Auto Lease Trust 2013-A), Trust Agreement (Volkswagen Auto Lease Trust 2013-A), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan and (iii) the Certificate (or any governmental, non-U.S., interest therein) may not be acquired by or church plan for the account of (x) any person which is not a United States person under the Code or (y) any other employee benefit plan or retirement arrangement person considered a partnership for United States Federal income tax purposes unless all of its partners for such purposes are United States persons under the Code; provided that is subject the condition set forth in (i) above will not apply to a law that is substantially similar transfer of 100% of the Certificate or Certificates to an Affiliate of the Depositor or its designated nominee if such Affiliate certifies in writing to the fiduciary responsibility provisions Owner Trustee that it is a C Corporation for U.S. federal income tax purposes (within the meaning of ERISA or Section 4975 1361(a)(2) of the Code (“Similar Law”Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of, of a Benefit Plan Plan. By accepting and holding the Certificate (or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement interest therein) the Holder shall be deemed to have represented and warranted that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that clause (iv) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) With respect to paragraphs (d) and (e) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d) and (e) would not be applicable in connection with any transfer.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease Trust 2010-A), Trust Agreement (Volkswagen Auto Lease Trust 2010-A)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions Title I of ERISA or Section 4975 of the Code and (“Similar Law”iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under the Code or (y) any person considered a partnership for United States Federal income tax purposes unless all of its partners for such purposes are United States persons under the Code; provided that the condition set forth in (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan or any other employee benefit plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and is not purchasing the Certificate (or any interest therein) on behalf of, of a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Lawa law that is substantially similar to Title I of ERISA or Section 4975 of the Code. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) With respect to paragraphs (d) and (e) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d) and (e) would not be applicable in connection with any transfer.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease Trust 2015-A), Trust Agreement (Volkswagen Auto Lease Trust 2015-A)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired or held (in the initial acquisition or through a transfer) by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to Similar Law and (iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a law that is substantially similar to the fiduciary responsibility provisions of ERISA or United States person under Section 4975 7701(a)(30) of the Code or (“Similar Law”y) any person considered a partnership or trust for U.S. federal income tax purposes unless all of its partners (or beneficiaries in the case of a trust) for such purposes are United States persons under Section 7701(a)(30) of the Code; provided, that the condition set forth in clause (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof (and if the Holder is a plan, its fiduciary) shall be deemed to have represented and warranted that it is not, and is not purchasing the acquiring and will not hold this Certificate (or any interest therein) on behalf with the assets of, a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Law. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (i) a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (ii) IRS Form W-9 (or applicable successor form) and (iii) such other documentation as may be required by the Owner Trustee to comply with applicable law. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) No interest in any Certificate shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Origination Trust would become a publicly traded partnership for purposes of the Code (as determined by the Administrator).
(g) No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are controlled, directly or indirectly, by a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any Notes beneficially owned by either the Issuer or an entity that is considered the same Person as the Issuer for U.S. federal income tax purposes (and have not received an Opinion of Counsel as described in clause (x) of the last paragraph of Section 2.4 of the Indenture) shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying the paragraph’s restriction (it being understood that if such Notes are taken into account as ownership interests for this purpose then such Notes are not also considered Notes for the Note ownership restriction of this paragraph).
(h) In the event of any transfer of a Certificate, the transferor shall deliver to any transferee an IRS Form W-9 (or applicable successor form) certifying that it is a “United States person” within the meaning of Section 7701(a)(30) of the Code if so required under Section 1446(f) of the Code or related regulations or IRS guidance (together with any other appropriate certifications or documentation required).
(i) With respect to paragraphs (d), (e), (f) and (g) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d), (e), (f) or (g) would not be applicable in connection with any transfer.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired or held (in the initial acquisition or through a transfer) by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions Title I of ERISA or Section 4975 of the Code and (“Similar Law”iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under Section 7701(a)(30) of the Code or (y) any person considered a partnership or trust for U.S. federal income tax purposes unless all of its partners (or beneficiaries in the case of a trust) for such purposes are United States persons under Section 7701(a)(30) of the Code; provided, that the condition set forth in clause (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan or any other plan or retirement arrangement that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and is not purchasing acquiring and will not hold the Certificate (or any interest therein) on behalf of, with the assets of a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Lawa law that is substantially similar to Title I of ERISA or Section 4975 of the Code. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (i) a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (ii) IRS Form W-9 (or applicable successor form) and (iii) such other documentation as may be required by the Owner Trustee to comply with applicable law. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) No interest in any Certificate shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Origination Trust would become a publicly traded partnership for purposes of the Code (as determined by the Administrator).
(g) No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are controlled, directly or indirectly, by a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any Notes beneficially owned by either the Issuer or an entity that is considered the same Person as the Issuer for U.S. federal income tax purposes (and have not received an Opinion of Counsel as described in clause (x) of the last paragraph of Section 2.4 of the Indenture) shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying the paragraph’s restriction (it being understood that if such Notes are taken into account as ownership interests for this purpose then such Notes are not also considered Notes for the Note ownership restriction of this paragraph).
(h) In the event of any transfer of a Certificate, the transferor shall deliver to any transferee an IRS Form W-9 (or applicable successor form) certifying that it is a “United States person” within the meaning of Section 7701(a)(30) of the Code if so required under Section 1446(f) of the Code or related regulations or IRS guidance (together with any other appropriate certifications or documentation required).
(i) With respect to paragraphs (d), (e), (f) and (g) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d), (e), (f) or (g) would not be applicable in connection with any transfer.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions Title I of ERISA or Section 4975 of the Code and (“Similar Law”iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under Section 7701(a)(30) of the Code or (y) any person considered a partnership or trust for U.S. federal income tax purposes unless all of its partners (or beneficiaries in the case of a trust) for such purposes are United States persons under Section 7701(a)(30) of the Code; provided, that the condition set forth in clause (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan or any other plan or retirement arrangement that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and is not purchasing the Certificate (or any interest therein) on behalf of, of a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Lawa law that is substantially similar to Title I of ERISA or Section 4975 of the Code. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (i) a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (ii) IRS Form W-9 (or applicable successor form) and (iii) such other documentation as may be required by the Owner Trustee to comply with applicable law. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) No interest in any Certificate shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Origination Trust would become a publicly traded partnership for purposes of the Code (as determined by the Administrator).
(g) No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are controlled, directly or indirectly, by a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the
(i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any Notes beneficially owned by either the Issuer or an entity that is considered the same Person as the Issuer for U.S. federal income tax purposes (and have not received an Opinion of Counsel as described in clause (x) of the last paragraph of Section 2.4 of the Indenture) shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying the paragraph’s restriction (it being understood that if such Notes are taken into account as ownership interests for this purpose then such Notes are not also considered Notes for the Note ownership restriction of this paragraph).
(h) In the event of any transfer of a Certificate, the transferor shall deliver to any transferee an IRS Form W-9 (or applicable successor form) certifying that it is a “United States person” within the meaning of Section 7701(a)(30) of the Code if so required under Section 1446(f) of the Code or related regulations or IRS guidance (together with any other appropriate certifications or documentation required).
(i) With respect to paragraphs (d), (e), (f) and (g) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d), (e), (f) or (g) would not be applicable in connection with any transfer.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan or any governmentalother employee benefit plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and (iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under Section 7701(a)(30) of the Code or (y) any person considered a partnership or trust for U.S. federal income tax purposes unless all of its partners (or beneficiaries in the case of a trust) for such purposes are United States persons under Section 7701(a)(30) of the Code; provided, non-U.S.that the condition set forth in clause (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding the Certificate (or any interest therein), or church plan the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions Title I of ERISA or Section 4975 of the Code (“Similar Law”). By accepting and holding a Certificate (or any interest therein), the holder thereof shall be deemed to have represented and warranted that it is not, and is not purchasing the Certificate (or any interest therein) on behalf of, of a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Lawa law that is substantially similar to Title I of ERISA or Section 4975 of the Code. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (i) a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (ii) IRS Form W-9 (or applicable successor form) and (iii) such other documentation as may be required by the Owner Trustee to comply with applicable law. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) No interest in any Certificate shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Origination Trust would become a publicly traded partnership for purposes of the Code (as determined by the Administrator).
(g) No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are controlled, directly or indirectly, by a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the
(i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any Notes beneficially owned by either the Issuer or an entity that is considered the same Person as the Issuer for U.S. federal income tax purposes (and have not received an Opinion of Counsel as described in clause (x) of the last paragraph of Section 2.4 of the Indenture) shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying the paragraph’s restriction (it being understood that if such Notes are taken into account as ownership interests for this purpose then such Notes are not also considered Notes for the Note ownership restriction of this paragraph).
(h) In the event of any transfer of a Certificate, the transferor shall deliver to any transferee an IRS Form W-9 (or applicable successor form) certifying that it is a “United States person” within the meaning of Section 7701(a)(30) of the Code if so required under Section 1446(f) of the Code or related regulations or IRS guidance (together with any other appropriate certifications or documentation required).
(i) With respect to paragraphs (d), (e), (f) and (g) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d), (e), (f) or (g) would not be applicable in connection with any transfer.
Appears in 2 contracts
Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions Title I of ERISA or Section 4975 of the Code and (“Similar Law”iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under Section 7701(a)(30) of the Code or (y) any person considered a partnership or trust for U.S. federal income tax purposes unless all of its partners (or beneficiaries in the case of a trust) for such purposes are United States persons under Section 7701(a)(30) of the Code; provided, that the condition set forth in clause (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan or any other plan or retirement arrangement that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and is not purchasing the Certificate (or any interest therein) on behalf of, of a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Lawa law that is substantially similar to Title I of ERISA or Section 4975 of the Code. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (i) a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (ii) IRS Form W-9 (or applicable successor form) and (iii) such other documentation as may be required by the Owner Trustee to comply with applicable law. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) No interest in any Certificate shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Origination Trust would become a publicly traded partnership for purposes of the Code (as determined by the Administrator).
(g) No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are controlled, directly or indirectly, by a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any Notes beneficially owned by either the Issuer or an entity that is considered the same Person as the Issuer for U.S. federal income tax purposes (and have not received an Opinion of Counsel as described in clause (x) of the last paragraph of Section 2.4 of the Indenture) shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying the paragraph’s restriction (it being understood that if such Notes are taken into account as ownership interests for this purpose then such Notes are not also considered Notes for the Note ownership restriction of this paragraph).
(h) In the event of any transfer of a Certificate, the transferor shall deliver to any transferee an IRS Form W-9 (or applicable successor form) certifying that it is a “United States person” within the meaning of Section 7701(a)(30) of the Code if so required under Section 1446(f) of the Code or related regulations or IRS guidance (together with any other appropriate certifications or documentation required).
(i) With respect to paragraphs (d), (e), (f) and (g) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d), (e), (f) or (g) would not be applicable in connection with any transfer.
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Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Vw Credit Leasing LTD)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions Section 406 of ERISA or Section 4975 of the Code and (“Similar Law”iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under the Code or (y) any person considered a partnership for United States Federal income tax purposes unless all of its partners for such purposes are United States persons under the Code; provided that the condition set forth in (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan or any other employee benefit plan that is subject to a law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code and is not purchasing the Certificate (or any interest therein) on behalf of, of a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Lawa law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) With respect to paragraphs (d) and (e) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d) and (e) would not be applicable in connection with any transfer.
Appears in 2 contracts
Samples: Trust Agreement (Vw Credit Leasing LTD), Trust Agreement (Vw Credit Leasing LTD)
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a an association (or publicly traded partnership partnership) taxable as a corporation for U.S. federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired or held (in the initial acquisition or through a transfer) by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to Similar Law and (iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a law that is substantially similar to the fiduciary responsibility provisions of ERISA or United States person under Section 4975 7701(a)(30) of the Code or (“Similar Law”y) any person considered a partnership or trust for U.S. federal income tax purposes unless all of its partners (or beneficiaries in the case of a trust) for such purposes are United States persons under Section 7701(a)(30) of the Code; provided, that the condition set forth in clause (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof (and if the Holder is a plan, its fiduciary) shall be deemed to have represented and warranted that it is not, and is acquiring and will not purchasing the hold this Certificate (or any interest therein) on behalf with the assets of, a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Law. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (i) a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (ii) IRS Form W-9 (or applicable successor form) and (iii) such other documentation as may be required by the Owner Trustee to comply with applicable law. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for U.S. federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
(f) No interest in any Certificate shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Origination Trust would become a publicly traded partnership for purposes of the Code (as determined by the Administrator).
(g) No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are controlled, directly or indirectly, by a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). No transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (as determined by the Administrator) (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation Section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuer’s ownership interests in this paragraph, any Notes beneficially owned by either the Issuer or an entity that is considered the same Person as the Issuer for U.S. federal income tax purposes (and have not received an Opinion of Counsel as described in clause (x) of the last paragraph of Section 2.4 of the Indenture) shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying the paragraph’s restriction (it being understood that if such Notes are taken into account as ownership interests for this purpose then such Notes are not also considered Notes for the Note ownership restriction of this paragraph).
(h) In the event of any transfer of a Certificate, the transferor shall deliver to any transferee an IRS Form W-9 (or applicable successor form) certifying that it is a “United States person” within the meaning of Section 7701(a)(30) of the Code if so required under Section 1446(f) of the Code or related regulations or IRS guidance (together with any other appropriate certifications or documentation required).
(i) With respect to paragraphs (d), (e), (f) and (g) of this Section 3.5, the Owner Trustee is entitled to receive and may conclusively rely on certifications from the Transferor or a Certificateholder stating that the restrictions set forth in paragraphs (d), (e), (f) or (g) would not be applicable in connection with any transfer.
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Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes and (ii) the Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan Investor or any governmental, non-U.S.US., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions Section 406 of ERISA or Section 4975 of the Code (“Similar Law”); provided, that the condition set forth in (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Depositor or its designated nominee, provided such Affiliate is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of, a Benefit Plan or any governmental, non-U.S.US., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (ii) above is met and shall incur no liability to any person Person in the event the holder Holder of the Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to to, clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after unless the Issuer receives an Opinion of Counsel from nationally recognized tax counsel that such transfer (or purported transfer), will not cause the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity to be treated as an association or publicly traded partnership taxable as a partnership corporation for U.S. federal income tax purposes), a grantor trust or an S corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
Appears in 1 contract
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes and purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions Title I of ERISA or Section 4975 of the Code and (“Similar Law”iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under the Code or (y) any person considered a partnership for United States Federal income tax purposes unless all of its partners for such purposes are United States persons under the Code; provided that the condition set forth in (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a the Certificate (or any interest therein), the holder Holder thereof shall be deemed to have represented and warranted that it is not, not a Benefit Plan or any other employee benefit plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Table of Contents Code and is not purchasing the Certificate (or any interest therein) on behalf of, of a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Lawa law that is substantially similar to Title I of ERISA or Section 4975 of the Code. The Owner Trustee By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have no duty to independently determine represented and warranted that clause (iii) of the requirement in (ii) first sentence hereof above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictionssatisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary.
(b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
(c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications.
(d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a person Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificateholders. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the CertificatesCertificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor Transferor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer.
(e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.
Appears in 1 contract
