Common use of Transfers of Class VRR Certificates Clause in Contracts

Transfers of Class VRR Certificates. At all times during the VRR Interest Transfer Restriction Period, if a transfer of any Class VRR Certificate is to be made (other than in connection with the transfers on the Closing Date by the Depositor to the Loan Sellers or the Initial Purchasers), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit H-3, which such certification must (1) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the applicable Retaining Party) and the Depositor and (2) include a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit H-4, which such certification must (1) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the transferor and the applicable Retaining Party) and the Depositor and (2) include a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.2(f), Section 5.3(a), Section 5.3(i), the following provisions of this Section 5.3(j), and Section 5.3(n), reflect such Class VRR Certificate in the name of the prospective Transferee. In no event shall a Class VRR Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction Period. In connection with each transfer of a Class VRR Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Class VRR Certificates. At all times during the VRR Interest Transfer Restriction PeriodPeriod and the Transfer Restriction Period (EU), if a transfer of any Class VRR Credit Risk Retention Certificate is to be made (other than in connection with the transfers on the Closing Date by from the Depositor to the Loan Sellers or the Initial Purchasers), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) ): (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit H-3, which such certification must (1) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the applicable Retaining Party) and the Depositor and (2) include a medallion stamp guarantee of such Retaining Party, and ; (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit H-4, which such certification must (1) be countersigned by the applicable Retaining PartyParty (if different than the transferor), the Retaining Sponsor (if different than the transferor and the applicable Retaining Party) and the Depositor and (2) include a medallion stamp guarantee of the such Retaining Party; (iii) an IRS Form W-9 or IRS Form W-8 completed by the prospective Transferee; and (iv) wire instructions and contact information of the prospective Transferee. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.2(f), Section 5.3(a), Section 5.3(i), the following provisions of this Section 5.3(j), and Section 5.3(n), reflect such Class VRR Credit Risk Retention Certificate in the name of the prospective Transferee, and shall deliver a receipt in the form set forth in Exhibit R to the Transferee with a copy via email to each of the Retaining Sponsor and the transferor. In no event shall a Class VRR Credit Risk Retention Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction PeriodPeriod and the Transfer Restriction Period (EU). In connection with each After the termination of the VRR Interest Transfer Restriction Period and the Transfer Restriction Period (EU), if a transfer of any Credit Risk Retention Certificate is to be made and such Credit Risk Retention Certificate is in Credit Risk Retention Certificate Safekeeping Account, then upon receipt of: (i) a Class VRR Certificate after certification from such Certificateholder’s prospective Transferee substantially in the Closing Dateform attached hereto as Exhibit H-3, which such certification must (1) be countersigned by the applicable Retaining Party, the transferor Retaining Sponsor (if different than the applicable Retaining Party) and the Depositor and (2) include a medallion stamp guarantee of such Certificate shall pay Retaining Party; (ii) a certification from the Certificateholder desiring to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to effect such transfer substantially in the form attached hereto as Exhibit H-4, which such certification must (including fees charged 1) be countersigned by the Depositoryapplicable Retaining Party (if different than the transferor), the Retaining Sponsor (if applicable)different than the transferor and the applicable Retaining Party) and the Depositor and (2) include a medallion stamp guarantee of such fee and expenses must be received Retaining Party; (iii) an IRS Form W-9 or IRS Form W-8 completed by the Certificate Administrator prior to prospective Transferee; and (iv) wire instructions and contact information of the transfer date or prospective Transferee, the Certificate Administrator shall instruct the Certificate Registrar to register such transfer and, upon receipt of such instruction from the Certificate Administrator, the Certificate Registrar shall, subject to Section 5.2(f), Section 5.3(a), Section 5.3(i), the following provisions of this Section 5.3(j), and Section 5.3(n), reflect such Credit Risk Retention Certificate in the name of the prospective Transferee, and shall deliver a receipt in the form set forth in Exhibit R to the Transferee with a copy via email to each of the Retaining Sponsor and the transferor. After the termination of the VRR Interest Transfer Restriction Period and the Transfer Restriction Period (EU), if a transfer of a Credit Risk Retention Certificate is to be made and such Credit Risk Retention Certificate is in the Credit Risk Retention Certificate Safekeeping Account, the Certificate Registrar shall not register a Transfer of such Credit Risk Retention Certificate unless it is so instructed by the Certificate Administrator. Any transfer of an interest in any Credit Risk Retention Certificate that is not in compliance with this Section 5.3 shall be required null and void ab initio to complete the requested transferextent permitted under applicable law.

Transfers of Class VRR Certificates. At all times during the VRR Interest Transfer Restriction Period, if a transfer of any Class VRR Certificate is to be made (other than in connection with the transfers on the Closing Date by from the Depositor to the Loan Sellers Seller or the Initial Purchasers), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit H-3, which such certification must (1) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the applicable Retaining Party) and the Depositor and (2) include with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit H-4, which such certification must (1) be countersigned by the applicable Retaining PartyParty (if different than the transferor), the Retaining Sponsor (if different than the transferor and the applicable Retaining Party) and the Depositor and (2) include with a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.2(f), Section 5.3(a), Section 5.3(i), the following provisions of this Section 5.3(j), and Section 5.3(n), reflect such Class VRR Certificate in the name of the prospective Transferee. In no event shall a Class VRR Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction Period. In connection with each transfer of a Class VRR Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.