Initial Certificate Transfer Opinion definition

Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.
Initial Certificate Transfer Opinion. An opinion rendered by counsel satisfactory to the Depositor that (i) upon the initial transfer by the Depositor of an interest in the Certificates and (ii) while any Retained Note is outstanding, (x) such Note will be characterized as indebtedness for United States federal income tax purposes and (y) such transfer of the Certificate by the Depositor will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes. [Initial Closing Date: [ ].] [Initial Cutoff Date: [ ]]. App. A-18 [Initial Purchased Property: As defined in Section 2.01(a) of the Pooling Agreement.] [Initial Receivables: Any retail instalment sale contract or direct purchase money loan for a Financed Vehicle that is included in the Schedule of Initial Receivables attached to the First Step Initial Receivables Assignment and all rights and obligations thereunder.]

Examples of Initial Certificate Transfer Opinion in a sentence

  • The restrictions on transfer of Notes retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes provided in Section 2.17(a) shall not continue to apply in the event the Indenture Trustee and the Depositor have received the Initial Certificate Transfer Opinion.

  • The restrictions on transfer of Notes retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes provided in Section 2.17(a) shall not continue to apply in the event the Indenture Trustee and the Seller have received the Initial Certificate Transfer Opinion.

  • The restrictions on transfer of Notes retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes provided in Section 2.16(a) shall not continue to apply in the event the Indenture Trustee and the Depositor have received the Initial Certificate Transfer Opinion.

  • The restrictions on transfer of Notes retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes provided in Section 2.15(b) shall not continue to apply in the event the Indenture Trustee and the Depositor have received the Initial Certificate Transfer Opinion.