Common use of Transfer of the Certificates Clause in Contracts

Transfer of the Certificates. (a) In connection with the issuance of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate, the 1999-A Securities Intermediary has established, in the name of and for the benefit of HTA LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTA LP 1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts Control Agreement. HTA LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate to the HTA LP 1999-A SUBI Securities Account. (b) In connection with the issuance of the HTB LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate, the 1999-A Securities Intermediary has established, in the name of and for the benefit of HTB LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTB LP 1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts Control Agreement. HTB LP shall accept the transfer of the HTB LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate to the HTB LP 1999-A SUBI Securities Account. (c) In connection with the subsequent transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate, the 1999-A Securities Intermediary has established, in the name of and for the benefit of HTC LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTC LP 1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts Control Agreement. HTC LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate to the HTC LP 1999-A SUBI Securities Account. (d) In connection with the subsequent transfer of the HTA LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate, the 1999-A Securities Intermediary has established, in the name of and for the benefit of HTD LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTD LP 1999-A SUBI Securities Account") pursuant to the 1999-A Securities Accounts Control Agreement. HTD LP shall accept the transfer of the HTA LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate to the HTD LP 1999-A SUBI Securities Account. (e) On the Closing Date, HTA LP hereby agrees to (i) instruct the 1999-A Securities Intermediary to transfer (A) the HTA LP/HTC LP 1999-A SUBI Certificate and the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate from the HTA LP 1999-A SUBI Securities Account to the HTC LP 1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTA LP/HTD LP 1999-A SUBI Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate from the HTA LP 1999-A SUBI Securities Account to the HTD LP 1999-A SUBI Securities Account for the benefit of HTD LP. (f) On the Closing Date, HTB LP hereby agrees to (i) instruct the 1999-A Securities Intermediary to transfer (A) the HTB LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate from the HTB LP 1999-A SUBI Securities Account to the HTC LP 1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTB LP/HTD LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate from the HTB LP 1999-A SUBI Securities Account to the HTD LP 1999-A SUBI Securities Account for the benefit of HTD LP. ARTICLE THREE MISCELLANEOUS

Transfer of the Certificates. (a) In connection with the issuance of the HTA LP/HTC LP 1999-A SUBI Certificate, Certificate and the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate, the 1999-A SUBI Securities Intermediary has established, in the name of and for the benefit of HTA LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTA LP 1999-A SUBI Securities Account") pursuant to that certain HTA LP 1999-A SUBI Securities Account Control Agreement, dated as of [ ], between HTA LP and the 1999-A SUBI Securities Accounts Control AgreementIntermediary. HTA LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance SUBI Certificate to the HTA LP 1999-A SUBI Securities Account. (b) In connection with the issuance of the HTB LP/HTC LP 1999-A SUBI Certificate, Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate, the 1999-A SUBI Securities Intermediary has established, in the name of and for the benefit of HTB LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTB LP 1999-A SUBI Securities Account") pursuant to that certain HTB LP 1999-A SUBI Securities Account Control Agreement, dated as of [ ], between HTB LP and the 1999-A SUBI Securities Accounts Control AgreementIntermediary. HTB LP shall accept the transfer of the HTB LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance SUBI Certificate to the HTB LP 1999-A SUBI Securities Account. (c) In connection with the subsequent transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate, the 1999-A SUBI Securities Intermediary has established, in the name of and for the benefit of HTC LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) Securities (the "HTC LP 1999-A SUBI Securities Account") pursuant to that certain HTC LP 1999-A SUBI Securities Account Control Agreement, dated as of [ ], between HTC LP and the 1999-A SUBI Securities Accounts Control AgreementIntermediary. HTC LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance SUBI Certificate to the HTC LP 1999-A SUBI Securities Account. (d) In connection with the subsequent transfer of the HTA LP/HTD LP 1999-A SUBI Certificate, Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate, the 1999-A SUBI Securities Intermediary has established, in the name of and for the benefit of HTD LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTD LP 1999-A SUBI Securities Account") pursuant to that certain HTD LP 1999-A SUBI Securities Account Control Agreement, dated as of [ ], between HTD LP and the 1999-A SUBI Securities Accounts Control AgreementIntermediary. HTD LP shall accept the transfer of the HTA LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance SUBI Certificate to the HTD LP 1999-A SUBI Securities Account. (e) On the Closing Date, HTA LP hereby agrees to (i) instruct the 1999-A SUBI Securities Intermediary to transfer (A) the HTA LP/HTC LP 1999-A SUBI Certificate and the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate from the HTA LP 1999-A SUBI Securities Account to the HTC LP 1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTA LP/HTD LP 1999-A SUBI Certificate and the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate from the HTA LP 1999-A SUBI Securities Account to the HTD LP 1999-A SUBI Securities Account for the benefit of HTD LP. (f) On the Closing Date, HTB LP hereby agrees to (i) instruct the 1999-A SUBI Securities Intermediary to transfer (A) the HTB LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate from the HTB LP 1999-A SUBI Securities Account to the HTC LP 1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTB LP/HTD LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate from the HTB LP 1999-A SUBI Securities Account to the HTD LP 1999-A SUBI Securities Account for the benefit of HTD LP. ARTICLE THREE MISCELLANEOUS