Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit H. Each holder of a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a).
Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws.
Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate or assignment of an interest in the Lower-Tier REMIC Residual Class (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate or assignment of an interest in the Lower-Tier REMIC Residual Class (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate or Lower-Tier REMIC Residual Class. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a). The Lower-Tier REMIC Residual Class is not transferable except that the Owner of the Tax Matters Person Residual Interest in the Lower-Tier REMIC may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof.
Limitation on Transfer of Ownership Rights. No transfer of a beneficial interest in the Trust represented by a Trust Certificate shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit B hereof, (ii) such Person has a net worth as shown by its most recent audited financial statements of not less than the product of $10,000,000 and such Person’s Ownership Percentage after the proposed transfer and (iii) the Owner Trustee shall have received a written Opinion of Counsel in form and substance satisfactory to the Owner Trustee stating that such transfer is exempt from the 1933 Act and any applicable state securities law.
Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Seller, any Originator or any of their respective affiliates.
Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Offered Certificate shall be made to the Sponsor, any Originator or any of their respective affiliates.
Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership of a Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a). The Residual Certificates are not transferable except that the Owner of the Tax Matters Person Residual Interest may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof.
Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Unregistered Certificate (other than the initial sale of the Unregistered Certificates upon the issuance thereof) shall be made to any Person unless such Person delivers to the Trustee (i) a completed certificate in the form attached as Exhibit D hereto, (ii) if required by the terms of such certificate, an opinion to the effect that such sale or other transfer will not violate any applicable federal or state securities laws and (iii) an opinion that such transfer will not jeopardize the REMIC status of either REMIC or the deductibility of interest with respect to the Certificates; no sale or other transfer of any Unregistered Certificate shall be made to any Person until such Person delivers to the Trustee either (i) an opinion of counsel from the prospective transferee of such Certificate, acceptable to, and in form and substance satisfactory to the Seller, to the effect that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investments in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise, collectively, a "Plan" or (ii) the representation set forth in Paragraph D of Exhibit D hereto.
Limitation on Transfer of Ownership Rights. No transfer of a beneficial interest in the Trust represented by a Trust Certificate shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit B hereof, (ii) such Person has a net worth as shown by its most recent audited financial statements of not less than the product of $10,000,000 and such Person's Ownership Percentage after the proposed transfer and (iii) the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such transfer is exempt from the 1933 Act and any applicable state securities law. Further, no transfer of a beneficial interest in the Trust represented by a Trust Certificate or any rights or benefits with respect thereto (including the right to receive distributions) shall be permitted unless Owner Trustee shall have received an opinion of counsel, to the effect that such transfer will not cause the Issuer to be treated for U.S. federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.
Limitation on Transfer of Ownership Rights. (a) Each Owner of a Junior Subordinate Certificate, by its acceptance of any beneficial interest therein, will be deemed to have acknowledged, represented to and agreed with the Depositor, the Initial Purchaser and the Trustee as follows:
