Transfer of Subordinate Certificates. (a) The Subordinate Certificates shall only be offered, sold, pledged or otherwise transferred in a sale that does not involve a public offering, and to a person(s) whom the Transferee reasonably believes is a (are) Qualified Institutional Buyer(s).
(b) No transfer of a Subordinate Certificate shall be made unless the Transferor provides the Transfer Agent and the Trustee with a Transferee’s Agreement, substantially in the form of this Agreement from the proposed transferee. A failure to provide the Transfer Agent and the Trustee with the foregoing shall cause a transfer to be void.
(c) The Transferee hereby agrees to indemnify and hold harmless the Transfer Agent and Xxxxxx Xxx against any liability arising out of any transfer by the Transferee (i) to a person that is not a Qualified Institutional Buyer or (ii) permitted by this Agreement that is not otherwise made in accordance with federal and state laws.
(d) Transferee acknowledges that the certificate evidencing its Subordinate Certificates will bear a legend setting forth the applicable restrictions on transfer.
(e) The Transferee:
(i) is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a “Plan”), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer; or
(ii) is an insurance company using assets of its general account to purchase the Subordinate Certificates and the purchase and holding of the Subordinate Certificates are exempt under Section III of Prohibited Transaction Class Exemption 95-60; provided that, if the proposed Transferee is a Plan, or a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including, unless it has made the certification contemplated by clause (ii), the assets of any Plan held in an insurance company separate or general account), in lieu of making the certifications contemplated by clauses (i) and (ii), the proposed Transferee has provided an Opinion of Counsel, which has not been rendered by counsel to Xxxxxx Mae or the Trustee, acceptable to and in form and substance satisfactory to the Certificate Registrar, Xxxxxx Xxx, and the Trustee, which Opinion of Counsel shall not be at the expense of the Certificate Registrar, Xxxxxx Mae, the Trustee, the Trust or the Lower Tier REMIC, to the effect that the purchase or holding of an...
Transfer of Subordinate Certificates. (a) The Transferee understands that the Subordinate Certificates will be offered in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future, the Transferee decides to resell, pledge or otherwise transfer any Subordinate Certificates, such Certificates may be resold, pledged or transferred only to a person(s) who is (are) capable of making the representations set forth in Section 2 hereof.
(b) Neither the Transferee nor anyone acting on its behalf shall (i) offer, pledge, sell, dispose of or otherwise transfer any Subordinate Certificate, any interest in any Subordinate Certificate or any other similar security to any person in any manner, (ii) solicit any offer to buy or to accept a pledge, disposition or other transfer of a Subordinate Certificate, any interest in any Subordinate Certificate or any other similar security from any person in any manner, (iii) otherwise approach or negotiate with respect to any Subordinate Certificate, any interest in any Subordinate Certificate or any other similar security with any person in any manner, (iv) make any general solicitation by means of general advertising or in any manner, or
Transfer of Subordinate Certificates. (a) The Subordinate Certificates shall only be offered, sold, pledged or otherwise transferred in a sale that does not involve a public offering and to a person(s) whom the Transferee reasonably believes is a (are) Qualified Institutional Buyer(s).
(b) No transfer of a Subordinate Certificate shall be made unless the Transferor provides the Transfer Agent and the Trustee with a Transferee’s Agreement, substantially in the form of this Agreement from the proposed transferee. A failure to provide the Transfer Agent and the Trustee with the foregoing shall cause a transfer to be void.
(c) The Transferee hereby agrees to indemnify and hold harmless the Transfer Agent and Xxxxxx Mae, against any losses, claims, damages, or liabilities (including the cost of any investigation, legal or other expenses incurred in connection with any amounts paid in settlement of any action, suit, proceeding or claim asserted) arising out of any such transfer.
(d) Transferee acknowledges that the certificate evidencing its Subordinate Certificates will bear a legend setting forth the applicable restrictions on transfer.
(e) The Transferee is not a Plan that is subject to the Department of Labor regulations set forth in 29 C.F.R. Subsection 2510.3-101 or has provided the opinion required by Section 5.02(h) of the Trust Agreement.
(f) For purposes of this Transferee Agreement, “Qualified Institutional Buyer” shall mean:
