Common use of Certificate Transfer Restrictions Clause in Contracts

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) satisfactory to the Seller and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $250,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.

Certificate Transfer Restrictions. (a) Unless specified otherwise in the Certificate Issuance Order with respect to a class of Certificates, the The Certificates (or interests therein) may not be acquired by or for the account of a Benefit PlanPlan unless the Benefit Plan acquiring a Certificate (or interest therein) has available to it an exemption from the prohibited transaction rules under Section 406(a) of ERISA and Section 4975 of the Code and such exemption is applicable to the purchase and holding of the Certificate (or interest therein). By Unless the Seller determines that such an exemption is available, 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. Exhibit C. 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) satisfactory to the Seller and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 $ (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “"publicly traded partnership” " under Section 7704 of the Code, but in no event less than $250,000$ ) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.

Certificate Transfer Restrictions. (a) Unless specified otherwise in the Certificate Issuance Order with respect to a class of Certificates, the The Certificates (or interests therein) may not be acquired by or for the account of a Benefit PlanPlan unless the Benefit Plan acquiring a Certificate (or interest therein) has available to it an exemption from the prohibited transaction rules under Section 406(a) of ERISA and Section 4975 of the Code and such exemption is applicable to the purchase and holding of the Certificate (or interest therein). By Unless the Seller determines that such an exemption is available, 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. Exhibit C. 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) satisfactory to the Seller and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “"publicly traded partnership” " under Section 7704 of the Code, but in no event less than $250,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.

Certificate Transfer Restrictions. (a) Unless specified otherwise in the Certificate Issuance Order with respect to a class of Certificates, the The Certificates (or interests therein) may not be acquired by or for the account of a Benefit PlanPlan unless the Benefit Plan acquiring a Certificate (or interest therein) has available to it an exemption from the prohibited transaction rules under Section 406(a) of ERISA and Section 4975 of the Code and such exemption is applicable to the purchase and holding of the Certificate (or interest therein). By Unless the Seller determines that such an exemption is available, 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. Exhibit C. 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 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 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) satisfactory to the Seller and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 [ ] (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “"publicly traded partnership” " under Section 7704 of the Code, but in no event less than $250,000[ ]) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.

Certificate Transfer Restrictions. (a) Unless specified otherwise in the Certificate Issuance Order with respect to a class of Certificates, the The Certificates (or interests therein) may not be acquired by or for the account of a Benefit PlanPlan unless the Benefit Plan acquiring a Certificate has available to it an exemption from the prohibited transaction rules under Section 406(a) of ERISA and Section 4975 of the Code and such exemption is applicable to the purchase and holding of the Certificates. By Unless the Seller determines that such an exemption is available, by accepting and holding a Certificate (or interest therein)Certificate, the Holder thereof and any related 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 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. Exhibit C. 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) such sale, pledge or other transfer is made to an Institutional Accredited Investor that executes a certificate, substantially in the form attached hereto as Exhibit D, to the effect that it is an Institutional Accredited Investor acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless the holder is a bank acting in its fiduciary capacity), (iii) 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 seller reasonably believes after due inquiry is a “"qualified institutional buyer” buyers" 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 (iiiiv) 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) satisfactory to the Seller and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 4,000,000 (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “"publicly traded partnership” " under Section 7704 of the Code, but in no event less than $250,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.

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 not, nor is it acquiring the Certificate for the account of, (i) a Benefit Plan andor (ii) an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA (including, without limitations, foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code. If requested to do so by the Seller Depositor 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 SellerDepositor, (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 Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the SellerDepositor, and (B) the Owner Trustee shall require a written opinion of counsel (which will not be at the expense of the Seller Depositor or the Owner Trustee) satisfactory to the Seller Depositor and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 (or such other amount as the Seller Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $250,0002,500,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller Depositor nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller Depositor shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.

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 Depositor 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 SellerDepositor, (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 Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the SellerDepositor, and (B) the Owner Trustee shall require a written opinion of counsel (which will not be at the expense of the Seller Depositor or the Owner Trustee) satisfactory to the Seller Depositor and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 (or such other amount as the Seller Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $250,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller Depositor nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller Depositor shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.

Certificate Transfer Restrictions. (a) Unless specified otherwise 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. Each Certificateholder will be required to represent and warrant under penalties of perjury that it is a U.S. Person. Each Certificateholder (other than J.P. Morgan Securities, Inc., as initial Certificateholder) will xx xxxxxxxx to provide to the Owner Trustee, the Certificate Issuance Order with respect to a class of Certificates, Registrar and the Transferor an originally executed and properly completed Internal Revenue Service Form W-9. (b) The Certificates (or interests therein) may not be acquired by or for the account of a Benefit Plan. By accepting Plan and holding any transfer of a Certificate (to a Plan or interest therein), a person who uses assets of a Plan to acquire or hold such Certificate shall be void. Each Certificateholder will be required to represent and warrant that no portion of the Holder thereof and any related Certificate Owner shall each be deemed assets used by such Certificateholder 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 acquire or hold 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)constitutes assets of any Plan. (bc) The Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Owner Trustee, the Certificate Registrar and the Transferor in writing the facts surrounding the transfer in substantially the form set forth in Exhibit G (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has provided an Investment Letter with respect to a transaction pursuant to Rule 144A, there shall also be delivered to the Owner Trustee or the securities or blue sky laws Certificate Registrar and the Transferor an Opinion of any other jurisdiction. Consequently, the Certificates are not transferable other than Counsel that such transfer may be made 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 transferstate securities laws, which certification Opinion of Counsel 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 an expense of the Seller or Issuer, the Owner Trustee) satisfactory , the Certificate Registrar, the Indenture Trustee, the Transferor or the Seller. Each Holder of a Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Seller Issuer, the Owner Trustee, the Indenture Trustee, the Certificate Registrar and the Owner Trustee to Transferor against any liability that may result if the effect that such transfer will is not violate the Securities Act. No sale, pledge so exempt or other transfer may be is not made to any one person for Certificates in accordance with a face amount of less than $2,500,000 (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $250,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio federal and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the state securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) abovelaws. (d) The Seller So long as the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Certificateholder, the Administrator shall promptly furnish to such Certificateholder and to a prospective purchaser of such Certificate designated by such Certificateholder the information required to be responsible for determining delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the restrictions set forth Certificates in this Section 9.12accordance with the terms hereof (such information to consist of a copy of the prospectus supplement and base prospectus related to the Notes dated July 22, 2005 together with a copy of the Basic Documents and all Servicer's Certificates then available.

Certificate Transfer Restrictions. (a) Unless specified otherwise 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. Each Certificateholder will be required to represent and warrant under penalties of perjury that it is a U.S. Person. Each Certificateholder (other than J.P. Morgan Securities, Inc., as initial Certificateholder) will xx xxxxxxxx to provide to the Owner Trustee, the Certificate Issuance Order with respect to a class of Certificates, Registrar and the Transferor an originally executed and properly completed Internal Revenue Service Form W-9. (b) The Certificates (or interests therein) may not be acquired by or for the account of a Benefit Plan. By accepting Plan and holding any transfer of a Certificate (to a Plan or interest therein), a person who uses assets of a Plan to acquire or hold such Certificate shall be void. Each Certificateholder will be required to represent and warrant that no portion of the Holder thereof and any related Certificate Owner shall each be deemed assets used by such Certificateholder 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 acquire or hold 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)constitutes assets of any Plan. (bc) The Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Owner Trustee, the Certificate Registrar and the Transferor in writing the facts surrounding the transfer in substantially the form set forth in Exhibit G (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has provided an Investment Letter with respect to a transaction pursuant to Rule 144A, there shall also be delivered to the Owner Trustee or the securities or blue sky laws Certificate Registrar and the Transferor an Opinion of any other jurisdiction. Consequently, the Certificates are not transferable other than Counsel that such transfer may be made 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 transferstate securities laws, which certification Opinion of Counsel 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 an expense of the Seller or Issuer, the Owner Trustee) satisfactory , the Certificate Registrar, the Indenture Trustee, the Transferor or the Seller. Each Holder of a Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Seller Issuer, the Owner Trustee, the Indenture Trustee, the Certificate Registrar and the Owner Trustee to Transferor against any liability that may result if the effect that such transfer will is not violate the Securities Act. No sale, pledge so exempt or other transfer may be is not made to any one person for Certificates in accordance with a face amount of less than $2,500,000 (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $250,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio federal and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the state securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) abovelaws. (d) The Seller So long as the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Certificateholder, the Administrator shall promptly furnish to such Certificateholder and to a prospective purchaser of such Certificate designated by such Certificateholder the information required to be responsible for determining delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the restrictions set forth Certificates in this Section 9.12accordance with the terms hereof (such information to consist of a copy of the prospectus supplement and base prospectus related to the Notes dated December 5, 2005 together with a copy of the Basic Documents and all Servicer's Certificates then available.

Certificate Transfer Restrictions. (a) Unless specified otherwise Neither a General Interest nor a General Interest Certificate shall be Transferred by a Holder thereof, and any such purported Transfer shall be deemed null, void and of no effect hereunder, unless (i) the Requisite GI Holder has consented in writing to such Transfer and the Transferee has complied with the Bankruptcy Remote Borrowing Conditions or (ii) such Transfer constitutes an absolute transfer or a pledge of or a grant of a security interest in such General Interest and General Interest Certificate Issuance Order in connection with a Permitted Financing or an absolute Transfer (so long as the Bankruptcy Remoteness Borrowing Conditions have been satisfied in connection with such Permitted Financing) or a Transfer by the pledgee thereof solely in connection with the exercise of its remedies with respect to a class of Certificates, the Certificates (default under 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 with respect 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)Permitted Financing or absolute Transfer so secured. (b) The Certificates will not Neither a Portfolio Interest nor a Portfolio Interest Certificate shall be registered under the Securities Act or the securities or blue sky laws Transferred by a Holder thereof, and any such purported Transfer shall be deemed null, void and of any other jurisdiction. Consequentlyno effect hereunder, 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 unless such Transferee (or interest thereinx) may be made by any Person unless either (i) such sale, pledge or other transfer is made gives to the Seller, (ii) so long as the Certificates are eligible for resale pursuant Trust a non-petition covenant substantially similar 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 set forth 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 SellerSection 8.7, and (By) the Owner Trustee shall require a written opinion executes an agreement in favor of counsel (which will not be at the expense each Holder or Transferee from time to time of the Seller General Interest or the Owner Trustee) satisfactory any General Interest Certificate and any other Portfolio Interest or Portfolio Interest Certificate, to release all Claims to the Seller and the Owner Trustee Trust Assets allocated to the effect that such transfer will not violate the Securities Act. No sale, pledge General Interest and to each other Portfolio Interest whether then or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $250,000) thereafter created and, in the case event that such release is not given effect, to fully subordinate all Claims it may be deemed to have against the Trust Assets allocated to the General Interest and each other Portfolio Interest whether then or thereafter created. In the event of any Person acting on behalf a Transfer of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity)Portfolio Interest, for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee Transferee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof.be (c) Each Neither a Trust Interest nor a Certificate shall bear be transferred by a legend to Holder thereof and any such purported Transfer shall be deemed null, void and of no effect hereunder if, as the effect set forth in subsections (a) and (b) aboveresult of such Transfer, the Trust would become a publicly traded partnership for the purposes of the Internal Revenue Code of 1986, as amended. (d) The Seller shall Each Trustee (including each Portfolio Trustee upon its execution and delivery of a Portfolio Supplement) and Grantor acknowledge that the Trust Assets will be responsible for determining compliance with subject to a first priority lien in favor of Xxxxxx Trust and Savings Bank, as collateral agent under the restrictions set forth in this Section 9.12Collateral Agency Agreement.

Certificate Transfer Restrictions. (a) Unless specified otherwise in the Certificate Issuance Order with respect to a class of Certificates, the The Certificates (or interests therein) may not be acquired by or for the account of a Benefit PlanPlan unless the Benefit Plan acquiring a Certificate has available to it an exemption from the prohibited transaction rules under Section 406(a) of ERISA and Section 4975 of the Code and such exemption is applicable to the purchase and holding of the Certificates. By Unless the Seller determines that such an exemption is available, by accepting and holding a Certificate (or interest therein)Certificate, the Holder thereof and any related 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 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. Exhibit C. 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) such sale, pledge or other transfer is made to an Institutional Accredited Investor that executes a certificate, substantially in the form attached hereto as Exhibit D, to the effect that it is an Institutional Accredited Investor acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless the holder is a bank acting in its fiduciary capacity), (iii) 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 seller reasonably believes after due inquiry is a “"qualified institutional buyer” buyers" 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 (iiiiv) 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) satisfactory to the Seller and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 [ $ ] (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “"publicly traded partnership” " under Section 7704 of the trust.form.01.wpd - 29 - Code, but in no event less than $250,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.

Certificate Transfer Restrictions. (a) Unless specified otherwise the Seller delivers to the Owner Trustee an Opinion of Counsel stating that the acquisition of the Certificates in the Certificate Issuance Order with respect initial issuance and acquisition or disposition of the Certificates in the secondary market by Benefit Plans, and the continued holding of the Certificates by Benefit Plans, is exempted under Department of Labor Prohibited Transaction Exemption 2000-58 and any proposed sale or transfer to a class Benefit Plan will qualify with all requirements of Certificatessuch exemption, the Certificates (or interests therein) may not be acquired by or for the account of a Benefit Plan. By If such Opinion of Counsel is not delivered, (x) by accepting and holding a Certificate (or interest therein)Certificate, the Holder thereof and any related 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 pursuant to Section 3.4(b)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 C and (y) each certificate shall be stamped or otherwise imprinted with a legend in substantially the Certificate Issuance Order for such classfollowing form: "THIS 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")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY. BY ACCEPTING AND HOLDING THIS CERTIFICATE, THE HOLDER HEREOF AND THE CERTIFICATE OWNER SHALL EACH BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN." 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) satisfactory to the Seller and the Owner Trustee to the effect that such transfer will not violate the Securities Act. No sale, pledge or other transfer may be made to any one person for Certificates with a face amount of less than $2,500,000 (or such other amount as the Seller may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than $250,000) and, in the case of any Person acting on behalf of one or more third parties (other than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its fiduciary capacity), for Certificates with a face amount of less than such amount for each such third party. Any attempted transfer in contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Certificates for all purposes. Neither the Seller nor the Owner Trustee shall be obligated to register the Certificates under the Securities Act, qualify the Certificates under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (c) Each Certificate shall bear a legend to the effect set forth in subsections (a) and (b) above. (d) The Seller shall be responsible for determining compliance with the restrictions set forth in this Section 9.12.