Common use of Transfer of Trust Certificates Clause in Contracts

Transfer of Trust Certificates. Each Trust Certificate issued hereunder and the interest in shares represented thereby shall be transferable only upon the books of the Trustees by the registered holder in person or by attorney upon surrender of the same properly endorsed or accompanied by a properly executed instrument of transfer and upon payment of any transfer taxes payable on such transfer, and in accordance with rules established from time to time for that purpose by the Trustees. Each transfer so made shall vest in the transferee all right and interest of the transferor in and under the Trust Certificate and this Agreement with respect to the number of shares which the endorsement or transfer evidences; and thereupon the Trustees will deliver, or cause to be delivered, to the person or persons entitled, a new Trust Certificate or Certificates for the number or numbers of interests in Common Shares of the Company indicated by the endorsement or instrument of transfer. Until such transfer, the Trustees may treat the registered holder of a Trust Certificate as the owner thereof for all purposes whatsoever. The transfer books for the Trust Certificates may be closed by the Trustees at any time prior to the payment or distribution of dividends or for any other purpose. Each transferee of a Trust Certificate issued hereunder shall by the acceptance of a Trust Certificate become a party hereto with like effect as though a Signing Shareholder and shall be embraced within the meaning of the terms “Trust Certificate holder” or “holder of a Trust Certificate” wherever used herein.

Transfer of Trust Certificates. Each The Trust Certificate issued hereunder and the interest in shares represented thereby Certificates shall be transferable only upon in accordance with the books following provisions: (i) the Trust Certificates may only be transferred to an Affiliate of the Trustees Stockholder; (ii) such transfer may only be effected by delivery to the Trustee of the Trust Certificate duly endorsed in proper form for transfer; and (iii) no Trust Certificate may be transferred without an instruction from the Stockholder, countersigned by the registered holder in person or by attorney upon surrender transferee, and a certificate from the Stockholder and, at the Trustee’s request, an Opinion of Counsel of the same properly endorsed or accompanied by a properly executed instrument of Stockholder, in each case delivered to the Trustee and stating that such transfer is permissible under the Investment Agreement, the Trust Agreement and upon payment applicable securities laws. Upon completion of any transfer taxes payable on such transferpermitted by this Paragraph 5, and in accordance with rules established from time the Trustee shall (x) issue to time for that purpose by the Trustees. Each transfer so made shall vest in the transferee all right and interest of the transferor in and under the Trust Certificate and this Agreement with respect to the number of shares which the endorsement or transfer evidences; and thereupon the Trustees will deliver, or cause to be delivered, to the person or persons entitled, a new Trust Certificate or Certificates for registered in the number or numbers of interests in Common Shares of the Company indicated by the endorsement or instrument of transfer. Until transferee’s name evidencing such transfer, (y) make such notations in the Trustees may treat the registered holder register of a Trust Certificate Holders maintained by the Trustee as may be appropriate to reflect such transfer and (z) treat such person in whose name the trust certificate is registered in the Trustee’s register as owner thereof for all purposes whatsoever. The transfer books for the Trust Certificates may be closed by the Trustees at any time prior to the payment or distribution of dividends or for any other purposepurposes. Each transferee of a Trust Certificate issued Holder hereunder shall shall, by the his acceptance of a Trust Certificate thereof, assent to and become a party hereto with like effect as though a Signing Shareholder to this Trust Agreement, and shall assume all attendant rights and obligations. Any transfer of Trust Certificates in violation of this Paragraph 5 shall be embraced within null and void. It is understood that the meaning Trustee shall not be responsible for determining the conditions to transfer of the terms “any Trust Certificate holder” or “holder of a Trust Certificate” wherever used hereinCertificates hereunder.

Transfer of Trust Certificates. Each Trust Certificate issued hereunder and the interest in shares represented thereby shall be transferable only upon the books of the Trustees by the registered holder in person or by attorney upon surrender of the same properly endorsed or accompanied by a properly executed instrument of transfer and upon payment of any transfer taxes payable on such transfer, and in accordance with rules established from time to time for that purpose by the Trustees. Each transfer so made shall vest in the transferee all right and interest of the transferor in and under the Trust Certificate and this Agreement with respect to the number of shares which the endorsement or transfer evidences; and thereupon the Trustees will deliver, or cause to be delivered, to the person or persons entitled, a new Trust Certificate or Certificates for the number or numbers of interests in Common Shares of the Company indicated by the endorsement or instrument of transfer. Until such transfer, the Trustees may treat the registered holder of a Trust Certificate as the owner thereof for all purposes whatsoever. The transfer books for the Trust Certificates may be closed by the Trustees at any time prior to the payment or distribution of dividends or for any other purpose. Each transferee of a Trust Certificate issued hereunder shall by the acceptance of a Trust Certificate become a party hereto with like effect as though a Signing Shareholder and shall be embraced within the meaning of the terms “"Trust Certificate holder” " or “"holder of a Trust Certificate” " wherever used herein.

Transfer of Trust Certificates. Each Trust Certificate issued hereunder and the interest in shares represented thereby shall be transferable only upon the books of the Trustees by the registered holder in person or by attorney upon surrender of the same properly endorsed or accompanied by a properly executed instrument of transfer and upon payment of any transfer taxes payable on such transfer, and in accordance with rules established from time to time for that purpose by the Trustees. Each transfer so made shall vest in the transferee all right and interest of the transferor in and under the Trust Certificate and this Agreement with respect to the number of shares which the endorsement or transfer evidences; and thereupon the Trustees will deliver, or cause to be delivered, to the person or persons entitled, a new Trust Certificate or Certificates for the number or numbers of interests in Common Shares of the Company indicated by the endorsement or instrument of transfer. Until such transfer, the Trustees may treat the registered holder of a Trust Certificate as the owner thereof for all purposes whatsoever. The transfer books for the Trust Trust, Certificates may be closed by the Trustees at any time prior to the payment or distribution of dividends or for any other purpose. Each transferee of a Trust Certificate issued hereunder shall by the acceptance of a Trust Certificate become a party hereto with like effect as though a Signing Shareholder and shall be embraced within the meaning of the terms “"Trust Certificate holder” " or “"holder of a Trust Certificate” " wherever used herein.

Transfer of Trust Certificates. Each Trust Certificate issued hereunder and the interest in shares represented thereby shall be transferable only upon the books of the Trustees by the registered holder in person or by attorney upon surrender of the same properly endorsed or accompanied by a properly executed instrument of transfer and upon payment of any transfer taxes payable on such transfer, and in accordance with rules established from time to time for that purpose by the Trustees. Each transfer so made shall vest in the transferee all right and interest of the transferor in and under the Trust Certificate and this Agreement with respect to the number of shares which the endorsement or transfer evidences; and thereupon the Trustees will deliver, or cause to be delivered, to the person or persons entitled, a new Trust Certificate or Certificates for the number or numbers of interests in Common Shares of the Company indicated by the endorsement or instrument of transfer. Until such transfer, the Trustees may treat the registered holder of a Trust Certificate as the owner thereof for all purposes whatsoever. The transfer books for the Trust Certificates may be closed by the Trustees at any time prior to the payment or distribution of dividends or for any other purpose. Each transferee of a Trust Certificate issued hereunder shall by the acceptance of a Trust Certificate become a party hereto with like effect as though a Signing Shareholder and shall be embraced within the meaning of the terms “"Trust Certificate holder” " or “"holder of a Trust Certificate” " wherever used herein.

Transfer of Trust Certificates. Each Trust Certificate issued hereunder (a) The Depositor hereby appoints the Owner Trustee as registrar and the interest in shares represented thereby shall be transferable only upon the books of the Trustees by the registered holder in person or by attorney upon surrender of the same properly endorsed or accompanied by a properly executed instrument of transfer and upon payment of any transfer taxes payable on such transfer, and in accordance with rules established from time to time for that purpose by the Trustees. Each transfer so made shall vest in the transferee all right and interest of the transferor in and under the Trust Certificate and this Agreement agent with respect to the number Trust Certificates and the Owner Trustee hereby accepts such appointment. The Owner Trustee shall keep at its Corporate Trust Office a register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of shares the Trust Certificates and for transfers and exchanges of the Trust Certificates as herein provided. At the option of the Owners, Trust Certificates may be exchanged for other Trust Certificates of like percentage of beneficial interest in the Trust upon surrender to the Owner Trustee of the Trust Certificates to be exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and deliver the Trust Certificates which the endorsement Owner making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for transfer evidences; and thereupon the Trustees will deliveror exchange shall be duly endorsed by, or cause to be delivered, accompanied by a written instrument of transfer in form satisfactory to the person or persons entitledOwner Trustee, a new Trust Certificate or Certificates for the number or numbers of interests in Common Shares of the Company indicated and duly executed by the endorsement Owner or instrument of transferhis attorney duly authorized in writing. Until such transfer, the Trustees may treat the registered holder No transfer of a Trust Certificate as shall be made if such transfer would violate any terms of this Agreement or the owner Letter of Representations nor shall any transfer be effective unless an appropriate entry has been made on the Certificate Register. A transfer of a Trust Certificate or part thereof for shall not be effective unless the transferee shall have signed and delivered to the Owner Trustee an instrument containing the transferee's agreement to be bound by all purposes whatsoeverthe terms of this Agreement, together with evidence satisfactory to the Owner Trustee demonstrating the transferee's compliance with the requirements of subsection (c) of this Section 3.03. The transfer books for the Further, before any Trust Certificates may be closed by transferred to any Person, the Trustees Owner Trustee shall have received (i) the prior consent of holders of at any time prior least 60% of the Voting Rights of each Class of outstanding Notes and (ii) a written acknowledgement from Moody's that such action will not adversely affect its then rating of each Class of Notes. The Owners shall be entitled to the payment or distribution of dividends or for any other purpose. Each transferee of a Trust Certificate issued hereunder shall by the acceptance of a Trust Certificate become a party hereto with like effect as though a Signing Shareholder all rights provided to them under this Agreement and shall be embraced subject to the provisions and conditions contained in this Agreement and in the Trust Certificates. (b) No offer, sale, transfer or other disposition (including pledge) of any Trust Certificate shall be made by any Owner thereof unless registered under the Securities Act of 1933, as amended (the "1933 Act"), or an exemption from the registration requirements of the 1933 Act and any applicable state securities or "Blue Sky" laws is available and the holder (except the Depositor) and prospective transferee of the Trust Certificate each certify to the Owner Trustee, in writing, as to the facts surrounding the transfer. (c) Unless waived by the Owner Trustee (which waiver may be given without the consent of any holder of Trust Certificates), no offer, sale, transfer or other disposition (including pledge) of any Trust Certificate shall be made to any transferee unless (i) the net worth of the transferee is not less than the greater of (A) the product of $15,000,000 and the percentage ownership of the Trust by the transferee after the proposed transfer and (B) $5,000,000; (ii) the transferee understands that the Trust Certificates will be offered in a transaction not involving any public offering within the meaning of the terms “Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Trust Certificates, such Trust Certificates may be resold, pledged or transferred only (a) to an institutional Accredited Investor as defined in Rule 5.01(a)(1)-(3) and (7) as promulgated under Regulation D under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act and any applicable state laws or (b) pursuant to an effective registration statement under the Securities Act; (iii) if the transferee is a corporation purchasing the Trust Certificates in the State of California, it has a net worth of at least $14,000,000 according to its most recent audited financial statement; and (v) the proposed transfer is not to the Indenture Trustee or its affiliates (as defined under the 1933 Act) or to a Rating Xxxxxx. The Owner Trustee may require appropriate evidence as to compliance with the foregoing conditions of transfer and the Owner Trustee shall be fully protected in relying on such evidence in making any transfer. The Owner Trustee shall not bear any of the costs associated with the transfer of the Trust Certificates. (d) If any legislation is enacted or regulation adopted which would result in the imposition of any tax on the Trust or the holders of the Notes, and, as a result, the Rating Agency advises that it intends to reduce the rating on any Class of the Notes below the rating for such Class specified in the Indenture, the then Owners shall be deemed to have agreed to an amendment, and, if requested, to sign such other documents as may be necessary, to the agreement by which they purchased the Trust Certificate, this Agreement and the Indenture, such amendment or other documents to be in such form as such Rating Agency may require so as to permit the Bonds to retain said rating. (e) Each Trust Certificate holder” or “holder of shall bear a Trust Certificate” wherever used herein.legend setting forth restrictions on transferability substantially as follows: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 5.01(a)(1)-(3) AND