Certificate Transfer Restrictions. The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan.
Certificate Transfer Restrictions. (a) Unless specified otherwise in the Certificate Issuance Order with respect to a class of Certificates, the Certificates (or interests therein) may not be acquired by or for the account of a Benefit Plan. By accepting and holding a Certificate (or interest therein), the Holder thereof and any related Certificate Owner shall each be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller pursuant to Section 3.4(b), the Certificateholder and the Certificate Owner shall execute and deliver to the Owner Trustee an Undertaking Letter in the form set forth in the Certificate Issuance Order for such class. The Certificates are also subject to the minimum denomination specified in Section 3.4(a).
(b) The Certificates will not be registered under the Securities Act or the securities or blue sky laws of any other jurisdiction. Consequently, the Certificates are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein. No sale, pledge or other transfer of the Certificates (or interest therein) may be made by any Person unless either (i) such sale, pledge or other transfer is made to the Seller, (ii) so long as the Certificates are eligible for resale pursuant to Rule 144A under the Securities Act, such sale, pledge or other transfer is made to a person whom the transferor reasonably believes after due inquiry is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “Qualified Institutional Buyer”) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Qualified Institutional Buyers) to whom notice is given that the sale, pledge or transfer is being made in reliance on Rule 144A under the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Seller, and (B) the Owner Trustee shall require a written opinion of counsel (which will not be at the expense of the Seller or the Owner Trustee) sat...
Certificate Transfer Restrictions. The Certificates may not be acquired by or for the account of an individual or entity that is not a U.S. person as defined in Section 7701(a)(30) of the Code and any transfer of a Certificate to a person that is not a U.S. Person shall be void. By accepting and holding a Certificate, the Holder shall be deemed to have represented and warranted under penalties of perjury that it (or, if it is acting as a nominee, the beneficial owner) is a U.S. Person.
Certificate Transfer Restrictions. The Certificates may not be acquired by or for the account of or with assets of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA")) that is subject to the provisions of Title 1 of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing Certificates on behalf of a Benefit Plan.
Certificate Transfer Restrictions. (a) The Certificate may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), whether or not such plan is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Code) subject to Section 4975 of the Code, or (iii) any entity whose underlying assets include "plan assets" by reason of any such plan's investment in the entity and the application of U.S. Department of Labor (the "DOL") Regulation Section 2510.3-101 (the "Plan Asset Regulation") (excluding any investment company that is registered under the Investment Company Act of 1940, as amended) (each, a "Benefit Plan Investor"), except as provided in the following sentence. By accepting and holding the Certificate, the Holder thereof shall be deemed to have represented, warranted and covenanted that it is (A) not a Benefit Plan Investor, and that no assets of any Benefit Plan Investor were used to acquire the Certificate, or (B) it is an insurance company acting on behalf of its general account, and (i) on the date it acquires the Certificate, less than 25% of the assets of such general account constitute Plan Assets and (ii) if at any time during any calendar quarter after the initial acquisition of the Certificate, 25% or more of the assets of such general account constitute "plan assets" (as defined in the Plan Asset Regulation) and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Certificate under Section 401(c) of ERISA and final regulations thereunder or an exemption or regulation issued by the DOL under ERISA, then such insurance company will dispose of the Certificate then held in its general account by the end of the next following calendar quarter, and shall deliver to the Owner Trustee at the time of acquisition of the Certificate a duly executed Certificateholder Certification in the form set forth in Exhibit C.
(b) The Certificate may not be acquired by or for the account of an individual or entity that is not a U.S. person as defined in Section 7701(a)(30) of the Code. By accepting and holding the Certificate, the Holder shall be deemed to have represented and warranted under penalties of perjury that it (or, if it is acting as a nominee, the beneficial owner) is a U.S. person and shall deliver to the Owner Trustee, at the time of acquisition of the Certificate and thereaft...
Certificate Transfer Restrictions. (a) No transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition (i) complies with the requirements and restrictions set forth in the related Certificate Purchase Agreement (except that for the initial transfer of the Certificates to the Depositor, the requirements for transfer shall be deemed to have been met by the Depositor) and (ii) is exempt from the registration and/or qualification requirements of the Securities Act and any applicable State securities laws, or is otherwise made in accordance with the Securities Act and such State securities laws. Any Certificateholder or Certificate Owner desiring to effect a transfer of Certificates or any interest therein shall, and does hereby agree to, indemnify each of the Issuer, the Depositor, the Owner Trustee and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with the Securities Act and such State laws.
(b) The Certificates may not be acquired by or for the account of a (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code that is subject to Section 4975 of the Internal Revenue Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code, (iv) an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation 29 C.F.R. Section 2510.3-101) or (v) a Person investing “plan assets” of any such plan (including without limitation, for purposes of this subsection, an insurance company general account, but excluding any entity registered under the Investment Company Act) (each, a “Benefit Plan”). Each Certificateholder, by its acceptance of a Certificate, and each Certificate Owner, by its acceptance of a beneficial interest in the Certificates, shall be deemed to have represented and warranted that it is not a Benefit Plan and not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of the related Certificate. Any Person who is not an Affiliate of the Seller and acquires mo...
Certificate Transfer Restrictions. (a) The Certificates may not be acquired by or for the account of (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code that is subject to Section 4975 of the Internal Revenue Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code, (iv) an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation 29 C.F.R. Section 2510.3-101) or (v) a person investing “plan assets” of any such plan (including, for purposes of this clause (a), an insurance company general account, but excluding any entity registered under the 1940 Act).
(b) No transfer (or purported transfer) of a Certificate (or economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder, and none of the Issuer, the Owner Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Issuer and the Certificate Registrar that:
(i) it is acquiring the Certificates for its own account and is the sole beneficial owner of such Certificates; and
(ii) the transfer is not being effected on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (B) a “secondary market” or “substantial equivalent thereof’ within the meaning of Section 7704(b)(2) of the Code and any Treasury Regulations thereunder;
(c) Notwithstanding anything to the contrary in this Agreement, no transfer (or purported transfer) of any Certificate (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void ab initio if, after such transfer (or purported transfer), there would be more than seventy-five (75) Certificateholders (where, for purposes of determining the numb...
Certificate Transfer Restrictions. (a) The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Code other than a governmental or church plan described in Section 4975(g)(2) or (3) of the Code), or (iii) any entity whose underlying assets include "plan assets" by reason of any such plan's investment in the entity (excluding any investment company that is registered under the Investment Company Act of 1940, as amended) (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, and that no assets of a Benefit Plan were used to acquire the Certificate. The foregoing restrictions shall not apply to acquisitions or holdings of Certificates with assets of the general account of an insurance company, to the extent that the acquisition or holding, respectively, of such Certificates (i) is and will be permissible under Section 401(c) of ERISA and final regulations thereunder or another exemption under ERISA and (ii) does not and will not result in the contemplated operations of the Trust being treated as non-exempt prohibited transactions.
(b) The Certificates may not be acquired by or for the account of an individual or entity that is not a U.S. person as defined in Section 7701(a)(30) of the Code and any transfer of a Certificate to a person that is not a U.S. Person shall be void. By accepting and holding a Certificate, the Holder shall be deemed to have represented and warranted under penalties of perjury that it (or, if it is acting as a nominee, the beneficial owner) is a U.S. Person.
Certificate Transfer Restrictions. The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof and the Certificate Owner shall each be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller, the Certificateholder and the Certificate Owner shall execute and deliver to the Owner Trustee an Undertaking Letter in the form set forth in Exhibit D. The Certificates are also subject to the minimum denomination specified in Section 3.2(a).
Certificate Transfer Restrictions. 34 9.13 Indemnification by and Reimbursement of the Servicer..............35 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Undertaking Letter Exhibit D Form of Investor Letter Exhibit E Form of Certificate Depository Agreement THIS TRUST AGREEMENT, dated as of __________, 20__, between ACE Securities Corp., a Delaware corporation, as Seller, and _____________________ as Owner Trustee. In consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
