Transfers of the Certificates. (a) No portion of the Certificate or any interest therein may be sold (including in the initial offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise transferred (each, a "Transfer") except in accordance with this Section 16. No portions of the Certificates or any interest therein may be Transferred to any Person (other than Chase Credit Card Owner Trust 2003-4 and The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-4) (each, an "Assignee"), unless the Assignee shall have executed and delivered the certification referred to in subsection 16(e) below. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-nine shall be void. (b) Each Assignee shall certify to the Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or other entity organized in or under the laws of the U.S. or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income or (iii) a Person not described in (i) or (ii) whose ownership of any interest in the Certificates is effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes. Each Assignee also shall agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it is acquiring any interest in the Certificate, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) or (b) if it is a person described in clause (A)(iii) above, it will furnish to the person from whom it is acquiring any interest in the Certificates, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree to furnish a new Form W-8ECI, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws), and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee. (c) Each Initial Purchaser of any interest in the Certificates and any Assignee thereof shall certify to the Transferor, the Servicer and the Trustee that, in the case of any Assignee, it has not acquired and, in the case of each Initial Purchaser and any Assignee, it will not sell, trade or transfer any interest in the Certificates or cause an interest in the Certificates to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and any treasury regulation thereunder, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify, prior to any delivery or Transfer to it of any Certificates that it is not and will not become, for so long as it holds an interest in the Certificates, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or, if it is such a Person, the Certificates will represent not more than 50% of the value of all of its assets. Each Initial Purchaser of an interest in the Certificates acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this subsection 16(c). For purposes of this Section 16, "Initial Purchaser" shall mean the Transferor, Chase Credit Card Owner Trust 2003-4 and The Bank of New York not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-4.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Credit Card Master Trust)
Transfers of the Certificates. (a) No portion of the Certificate or any interest therein may be sold (including in the initial offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise transferred (each, a "Transfer") except in accordance with this Section 16. No portions of the Certificates or any interest therein may be Transferred to any Person (other than Chase Credit Card Owner Trust 2003-4 5 and The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-45) (each, an "Assignee"), unless the Assignee shall have executed and delivered the certification referred to in subsection 16(e) below. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or other entity organized in or under the laws of the U.S. or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income or (iii) a Person not described in (i) or (ii) whose ownership of any interest in the Certificates is effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes. Each Assignee also shall agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it is acquiring any interest in the Certificate, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) or (b) if it is a person described in clause (A)(iii) above, it will furnish to the person from whom it is acquiring any interest in the Certificates, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree to furnish a new Form W-8ECI, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws), and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and any Assignee thereof shall certify to the Transferor, the Servicer and the Trustee that, in the case of any Assignee, it has not acquired and, in the case of each Initial Purchaser and any Assignee, it will not sell, trade or transfer any interest in the Certificates or cause an interest in the Certificates to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and any treasury regulation thereunder, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify, prior to any delivery or Transfer to it of any Certificates that it is not and will not become, for so long as it holds an interest in the Certificates, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or, if it is such a Person, the Certificates will represent not more than 50% of the value of all of its assets. Each Initial Purchaser of an interest in the Certificates acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this subsection 16(c). For purposes of this Section 16, "Initial Purchaser" shall mean the Transferor, Chase Credit Card Owner Trust 2003-4 5 and The Bank of New York not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-45.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Credit Card Master Trust)
Transfers of the Certificates. (a) No portion of the Certificate or any interest therein may be sold (including in the initial offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise transferred (each, a "Transfer") except in accordance with this Section 16. No portions of the Certificates or any interest therein may be Transferred to any Person (other than Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee for the Chase Credit Card Owner Trust 20032000-4 2 and The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 20032000-42) (each, an "Assignee"), unless the Assignee shall have executed and delivered the certification referred to in subsection 16(e) below. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or other entity organized in or under the laws of the U.S. or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income or (iii) a Person not described in (i) or (ii) whose ownership of any interest in the Certificates is effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes. Each Assignee also shall agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it is acquiring any interest in the Certificate, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) or (b) if it is a person described in clause (A)(iii) above, it will furnish to the person from whom it is acquiring any interest in the Certificates, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI 4224 (and will agree to furnish a new Form W-8ECI4224, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws), and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and any Assignee thereof shall certify to the Transferor, the Servicer and the Trustee that, in the case of any Assignee, it has not acquired and, in the case of each Initial Purchaser and any Assignee, it will not sell, trade or transfer any interest in the Certificates or cause an interest in the Certificates to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and any treasury regulation thereunder, including, without limitation, an over-over- the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify, prior to any delivery or Transfer to it of any Certificates that it is not and will not become, for so long as it holds an interest in the Certificates, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or, if it is such a Person, the Certificates will represent not more than 50% of the value of all of its assets. Each Initial Purchaser of an interest in the Certificates acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this subsection 16(c). For purposes of this Section 16, "Initial Purchaser" shall mean the Transferor, Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee for the Chase Credit Card Owner Trust 20032000-4 2 and The Bank of New York not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 20032000-42.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Manhattan Bank Usa Chase Credit Card Owner Tr 2000-2)
Transfers of the Certificates. (a) No portion of the Certificate or any interest therein may be sold (including in the initial offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise transferred (each, a "Transfer") except in accordance with this Section 16. No portions of the Certificates or any interest therein may be Transferred to any Person (other than Chase Credit Card Owner Trust 20032004-4 2 and The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 20032004-42) (each, an "Assignee"), unless the Assignee shall have executed and delivered the certification referred to in subsection 16(e) below. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or other entity organized in or under the laws of the U.S. or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income or (iii) a Person not described in (i) or (ii) whose ownership of any interest in the Certificates is effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes. Each Assignee also shall agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it is acquiring any interest in the Certificate, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) or (b) if it is a person described in clause (A)(iii) above, it will furnish to the person from whom it is acquiring any interest in the Certificates, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree to furnish a new Form W-8ECI, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws), and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and any Assignee thereof shall certify to the Transferor, the Servicer and the Trustee that, in the case of any Assignee, it has not acquired and, in the case of each Initial Purchaser and any Assignee, it will not sell, trade or transfer any interest in the Certificates or cause an interest in the Certificates to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and any treasury regulation thereunder, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify, prior to any delivery or Transfer to it of any Certificates that it is not and will not become, for so long as it holds an interest in the Certificates, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or, if it is such a Person, the Certificates will represent not more than 50% of the value of all of its assets. Each Initial Purchaser of an interest in the Certificates acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this subsection 16(c). For purposes of this Section 16, "Initial Purchaser" shall mean the Transferor, Chase Credit Card Owner Trust 2003-4 and The Bank of New York not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-4.value
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Credit Card Owner Trust 2004-2)
Transfers of the Certificates. (a) No portion of the Certificate or any interest therein may be sold (including in the initial offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise transferred (each, a "Transfer") except in accordance with this Section 16. No portions of the Certificates or any interest therein may be Transferred to any Person (other than Chase Credit Card Owner Trust 20032004-4 1 and The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 20032004-41) (each, an "Assignee"), unless the Assignee shall have executed and delivered the certification referred to in subsection 16(e) below. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or other entity organized in or under the laws of the U.S. or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income or (iii) a Person not described in (i) or (ii) whose ownership of any interest in the Certificates is effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes. Each Assignee also shall agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it is acquiring any interest in the Certificate, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) or (b) if it is a person described in clause (A)(iii) above, it will furnish to the person from whom it is acquiring any interest in the Certificates, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree to furnish a new Form W-8ECI, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws), and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and any Assignee thereof shall certify to the Transferor, the Servicer and the Trustee that, in the case of any Assignee, it has not acquired and, in the case of each Initial Purchaser and any Assignee, it will not sell, trade or transfer any interest in the Certificates or cause an interest in the Certificates to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and any treasury regulation thereunder, including, without limitation, an over-the-counter-counter- market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify, prior to any delivery or Transfer to it of any Certificates that it is not and will not become, for so long as it holds an interest in the Certificates, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or, if it is such a Person, the Certificates will represent not more than 50% of the value of all of its assets. Each Initial Purchaser of an interest in the Certificates acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this subsection 16(c). For purposes of this Section 16, "Initial Purchaser" shall mean the Transferor, Chase Credit Card Owner Trust 20032004-4 1 and The Bank of New York not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 20032004-41.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Credit Card Master Trust)
Transfers of the Certificates. (a) No portion of the Certificate or any interest therein may be sold (including in the initial offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise transferred (each, a "Transfer") except in accordance with this Section 16. No portions of the Certificates or any interest therein may be Transferred to any Person (other than Chase Credit Card Owner Trust 2003-4 2 and The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-42) (each, an "Assignee"), unless the Assignee shall have executed and delivered the certification referred to in subsection 16(e) below. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or other entity organized in or under the laws of the U.S. or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income or (iii) a Person not described in (i) or (ii) whose ownership of any interest in the Certificates is effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes. Each Assignee also shall agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it is acquiring any interest in the Certificate, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) or (b) if it is a person described in clause (A)(iii) above, it will furnish to the person from whom it is acquiring any interest in the Certificates, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree to furnish a new Form W-8ECI, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws), and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and any Assignee thereof shall certify to the Transferor, the Servicer and the Trustee that, in the case of any Assignee, it has not acquired and, in the case of each Initial Purchaser and any Assignee, it will not sell, trade or transfer any interest in the Certificates or cause an interest in the Certificates to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and any treasury regulation thereunder, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify, prior to any delivery or Transfer to it of any Certificates that it is not and will not become, for so long as it holds an interest in the Certificates, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or, if it is such a Person, the Certificates will represent not more than 50% of the value of all of its assets. Each Initial Purchaser of an interest in the Certificates acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this subsection 16(c). For purposes of this Section 16, "Initial Purchaser" shall mean the Transferor, Chase Credit Card Owner Trust 2003-4 and The Bank of New York not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-4.partnership
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Manhattan Bank Usa)
Transfers of the Certificates. (a) No portion of the Certificate or any interest therein may be sold (including in the initial offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise transferred (each, a "Transfer") except in accordance with this Section 16. No portions of the Certificates or any interest therein may be Transferred to any Person (other than Chase Credit Card Owner Trust 2003-4 3 and The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-43) (each, an "Assignee"), unless the Assignee shall have executed and delivered the certification referred to in subsection 16(e) below. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or other entity organized in or under the laws of the U.S. or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income or (iii) a Person not described in (i) or (ii) whose ownership of any interest in the Certificates is effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes. Each Assignee also shall agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it is acquiring any interest in the Certificate, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) or (b) if it is a person described in clause (A)(iii) above, it will furnish to the person from whom it is acquiring any interest in the Certificates, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree to furnish a new Form W-8ECI, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws), and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and any Assignee thereof shall certify to the Transferor, the Servicer and the Trustee that, in the case of any Assignee, it has not acquired and, in the case of each Initial Purchaser and any Assignee, it will not sell, trade or transfer any interest in the Certificates or cause an interest in the Certificates to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and any treasury regulation thereunder, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify, prior to any delivery or Transfer to it of any Certificates that it is not and will not become, for so long as it holds an interest in the Certificates, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or, if it is such a Person, the Certificates will represent not more than 50% of the value of all of its assets. Each Initial Purchaser of an interest in the Certificates acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this subsection 16(c). For purposes of this Section 16, "Initial Purchaser" shall mean the Transferor, Chase Credit Card Owner Trust 2003-4 and The Bank of New York not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-4.the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Manhattan Bank Usa)
Transfers of the Certificates. (a) No portion of the Certificate or any interest therein may be sold (including in the initial offering), conveyed, assigned, hypothecated, pledged, participated, or otherwise transferred (each, a "Transfer") except in accordance with this Section 16. No portions of the Certificates or any interest therein may be Transferred to any Person (other than Chase Credit Card Owner Trust 2003-4 6 and The Bank of New York, not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-46) (each, an "Assignee"), unless the Assignee shall have executed and delivered the certification referred to in subsection 16(e) below. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a corporation, partnership or other entity organized in or under the laws of the U.S. or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificate may constitute unrelated business taxable income or (iii) a Person not described in (i) or (ii) whose ownership of any interest in the Certificates is effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes. Each Assignee also shall agree that (a) if it is a person described in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it is acquiring any interest in the Certificate, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) or (b) if it is a person described in clause (A)(iii) above, it will furnish to the person from whom it is acquiring any interest in the Certificates, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree to furnish a new Form W-8ECI, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws), and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and any Assignee thereof shall certify to the Transferor, the Servicer and the Trustee that, in the case of any Assignee, it has not acquired and, in the case of each Initial Purchaser and any Assignee, it will not sell, trade or transfer any interest in the Certificates or cause an interest in the Certificates to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code and any treasury regulation thereunder, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify, prior to any delivery or Transfer to it of any Certificates that it is not and will not become, for so long as it holds an interest in the Certificates, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or, if it is such a Person, the Certificates will represent not more than 50% of the value of all of its assets. Each Initial Purchaser of an interest in the Certificates acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this subsection 16(c). For purposes of this Section 16, "Initial Purchaser" shall mean the Transferor, Chase Credit Card Owner Trust 2003-4 6 and The Bank of New York not in its individual capacity but solely in its capacity as indenture trustee for the Chase Credit Card Owner Trust 2003-46.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Credit Card Master Trust)