Common use of Transfer of the Certificate Clause in Contracts

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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, (iii) the Certificate may not be acquired by or for the account of or with the assets of (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (B) a plan described in and subject to Section 4975 of the Code or (C) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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 the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate.

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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 (iii) the Certificate may not be acquired by or for the account of or with the assets of (Aa) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (Bb) a plan described in and subject to Section 4975 4975(e)(1) of the Code or (Cc) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Codeentity. 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 issue, to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuerissuer. 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 the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate.

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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 (iii) the Certificate may not be acquired by or for the account of or with the assets of (Aa) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (Bb) a plan described in and subject to Section 4975 4975(e)(1) of the Code or (Cc) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Codeentity. 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 Issuerissuer. 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 the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate.

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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, (iii) the Certificate may not be acquired by or for the account of or with the assets of (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (B) a plan described in and subject to Section 4975 of the Code or (C) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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 the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate.

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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, (iii) the Certificate may not be acquired by or for the account of or with the assets of (Aa) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (Bb) a plan described in and subject to Section 4975 4975(e)(1) of the Code or (Cc) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, certain church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code; provided, further, that the number of Certificateholders at no time may exceed 95 as determined for tax purposes under Section 7704 of the Code and that the transfer of the Certificate to such transferee will not result in the Issuer becoming a publicly traded partnership for U.S. federal income tax purposes. 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 Upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument for registration of transfer and with such signature guarantees and evidence of authority of any Certificate at 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 CertificateCorporate Trust Office, 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 Register and issueshall execute, execute authenticate and deliver (or shall cause [ ] as its authenticating agent to such Certificateholder a Certificate evidencing such beneficial interest authenticate and deliver), in the Issuer. In name of the event designated transferee or transferees, one or more new Certificates in authorized denominations of a transferor transfers only a portion like class and aggregate face amount dated the date of its beneficial interest in the Issuer, authentication by the Owner Trustee shall register and issue to such transferor or any authenticating agent. At the option of a new Certificate evidencing such transferor’s new percentage Certificateholder, Certificates may be exchanged for other Certificates in authorized denominations of beneficial interest in the Issuer. Subsequent to a transfer and like aggregate amount upon the issuance surrender of the new Certificate or Certificates, Certificates to be exchanged at the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such CertificateCorporate Trust Office.

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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, (iiiii) the Certificate may not be acquired by or for the account of or with the assets of (Aa) an “employee benefit plan plan” (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (Bb) a plan “plan” described in and subject to Section 4975 4975(e)(1) of the Code or (Cc) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iviii) if the Certificateholder proposed transferee is a governmental plan, church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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 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 the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate.

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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, (iii) the Certificate may not be acquired by or for the account of or with the assets of (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (B) a plan described in and subject to Section 4975 4975(e)(1) of the Code or (C) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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 the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate.

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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, (iii) the Certificate may not be acquired by or for the account of or with the assets of (Aa) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (Bb) a plan described in and subject to Section 4975 4975(e)(1) of the Code or (Cc) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, certain church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code; provided, further, that the number of Certificateholders at no time may exceed 95 as determined for tax purposes under Section 7704 of the Code and that the transfer of the Certificate to such transferee will not result in the Issuer becoming a publicly traded partnership for U.S. federal income tax purposes. 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 Upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument for registration of transfer and with such signature guarantees and evidence of authority of any Certificate at 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 CertificateCorporate Trust Office, 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 Register and issueshall execute, execute authenticate and deliver (or shall cause [___] as its authenticating agent to such Certificateholder a Certificate evidencing such beneficial interest authenticate and deliver), in the Issuer. In name of the event designated transferee or transferees, one or more new Certificates in authorized denominations of a transferor transfers only a portion like class and aggregate face amount dated the date of its beneficial interest in the Issuer, authentication by the Owner Trustee shall register and issue to such transferor or any authenticating agent. At the option of a new Certificate evidencing such transferor’s new percentage Certificateholder, Certificates may be exchanged for other Certificates in authorized denominations of beneficial interest in the Issuer. Subsequent to a transfer and like aggregate amount upon the issuance surrender of the new Certificate or Certificates, Certificates to be exchanged at the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such CertificateCorporate Trust Office.

Transfer of the 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 Rating Agency Condition is satisfiedsatisfied and the Insurer has given its prior written consent (other than: (1) to Drive Residual Holdings LP; (2) pursuant to the Credit Agreement (as defined in the reimbursement agreement relating to the initial Reserve Account Letter of Credit); (3) in connection with the exercise of remedies by the secured party under the Credit Agreement; and (4) in connection with the issuance of any Reserve Account Letter of Credit issued by a financial institution previously approved by the Insurer), (ii) the Owner Trustee Trustee, the Insurer 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, (iii) the Certificate may not be acquired by or for the account of or with the assets of (Aa) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (Bb) a plan described in and subject to Section 4975 4975(e)(1) of the Code or (Cc) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, certain church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code; provided, further, that the number of Certificateholders at no time may exceed 95 as determined for tax purposes under Section 7704 of the Code and that the transfer of the Certificate to such transferee will not result in the Issuer becoming a publicly traded partnership for U.S. federal income tax purposes. 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 Upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument for registration of transfer and with such signature guarantees and evidence of authority of any Certificate at 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 CertificateCorporate Trust Office, 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 Register and issueshall execute, execute authenticate and deliver to such Certificateholder a Certificate evidencing such beneficial interest deliver, in the Issuer. In name of the event designated transferee or transferees, one or more new Certificates in authorized denominations of a transferor transfers only a portion like class and aggregate face amount dated the date of its beneficial interest in the Issuer, authentication by the Owner Trustee shall register and issue to such transferor or any authenticating agent. At the option of a new Certificate evidencing such transferor’s new percentage Certificateholder, Certificates may be exchanged for other Certificates in authorized denominations of beneficial interest in the Issuer. Subsequent to a transfer and like aggregate amount upon the issuance surrender of the new Certificate or Certificates, Certificates to be exchanged at the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transferCorporate Trust Office. The Owner Trustee may 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.Trust Agreement

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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 (iii) the Certificate may not be acquired by or for the account of or with the assets of (Aa) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (Bb) a plan described in and subject to Section 4975 4975(e)(1) of the Code or (Cc) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s 's or other plan’s 's investment in the entity and (iv) if the Certificateholder is a governmental plan, church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Codeentity. 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 '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 issue, to such transferor a new Certificate evidencing such transferor’s 's new percentage of beneficial interest in the Issuerissuer. 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 the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate.

Transfer of the 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 Rating Agency Condition is satisfied, (ii) 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, (iii) the Certificate may not be acquired by or for the account of or with the assets of (A) an employee benefit a Benefit Plan or any governmental, non-U.S., church or other plan (as defined in Section 3(3) of ERISA) or retirement arrangement that is subject to the provision of Title I of ERISA, (B) a plan described in and subject to Section 4975 of the Code or (C) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to the fiduciary provisions of ERISA or Section 4975 of the CodeCode (“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., church or other plan or retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) 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 the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate.