Common use of Transfers of Risk Retention Certificates Clause in Contracts

Transfers of Risk Retention Certificates. At all times during the 360RR Interest Transfer Restriction Period, if a transfer of any Class 360RR Certificate is to be made (other than in connection with transfers on the Closing Date), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5D, which such certification must (x) be countersigned by the applicable Retaining Party and 360 Rxxxxxxx Retaining Sponsor (if different than the Retaining Party) and 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 L-6D which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the 360 Rxxxxxxx Retaining Sponsor (if different than the Retaining Party) and (y) include a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Class 360RR Certificate in the name of the prospective Transferee. In no event shall a Class 360RR Certificate be held as a Global Certificate during the 360RR Interest Transfer Restriction Period.

Transfers of Risk Retention Certificates. At all times during the 360RR Interest Transfer Restriction Period, if a transfer of any Class 360RR Certificate is to be made (other than in connection with transfers on the Closing Date), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5D, which such certification must (x) be countersigned by the applicable Retaining Party and 360 Rxxxxxxx Xxxxxxxx Retaining Sponsor (if different than the Retaining Party) and 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 L-6D which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the 360 Rxxxxxxx Xxxxxxxx Retaining Sponsor (if different than the Retaining Party) and (y) include a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Class 360RR Certificate in the name of the prospective Transferee. In no event shall a Class 360RR Certificate be held as a Global Certificate during the 360RR Interest Transfer Restriction Period.

Transfers of Risk Retention Certificates. At all times during the 360RR RR Interest Transfer Restriction Period, if a transfer of any Class 360RR Risk Retention Certificate is to be made (other than in connection with transfers on the Closing Date)made, then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5DL-5, which such certification must (x) be countersigned by the applicable Retaining Party and 360 Rxxxxxxx the Retaining Sponsor (if different than the Retaining Party) and 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 L-6D L-6, which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), ) and the 360 Rxxxxxxx Retaining Sponsor (if different than the Retaining Party) and (y) include a medallion stamp guarantee of the such Retaining Party). Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Class 360RR Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Class 360RR Risk Retention Certificate be held as a Global Certificate during the 360RR RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention 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.