Common use of ERISA Restrictions Clause in Contracts

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the TrusteeTrustee or the Securities Administrator, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee or the Securities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee Certificate Registrar (upon which the Trustee is and the Certificate Registrar are authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("“PTE"”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (bSubsection 5.07(b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the TrusteeCertificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is with an Opinion of Counsel satisfactory to the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, will not result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Certificate Registrar, the Master Servicer, the Depositor, any Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee and the Certificate Registrar (upon which each of the Trustee and the Certificate Registrar is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which unless it is not covered under an individual or class prohibited transaction exemption exemption, including but not limited to Department of Labor Prohibited Transaction Class Exemption ("PTEPTCE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers Managers), or Section 401(c) of ERISA and the regulations promulgated thereunder; (II) will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code; and (IIIII) will not subject the Depositor, the Certificate Registrar, the Securities Administrator, any Servicer, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Non-Offered Subordinate Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, Trustee and the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Non-Offered Subordinate Certificates, a representation or certification to the Trustee (upon which the Trustee is and the other parties hereto are authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("“PTE"”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.and

ERISA Restrictions. Neither the Note Registrar nor the Indenture Trustee shall register the Transfer of any Definitive Notes (aother than a Specified Note, unless otherwise provided in the related Indenture Supplement) Subject unless the prospective transferee has delivered to the provisions of subsection Indenture Trustee and the Note Registrar a certification to the effect that either (b)i) it is not, no Residual Certificates and is not acquiring, holding or Private Certificates may be acquired directly or indirectly bytransferring the Notes, or any interest therein, or any interest therein on behalf of, or using assets of, an “employee benefit plan” as defined in Section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or other retirement arrangement plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), which employee benefit plan, plan or entity is subject to Title I of ERISA or Section section 4975 of the Code, unless the proposed transferee provides either (i) the Trusteeor a governmental, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) non-U.S. or church plan which is satisfactory subject to the Trusteeany U.S. federal, which opinion will not be at the expense state, local or other law that is substantially similar to Title I of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section section 4975 of the Code and will not subject the Depositor(“Similar Law”) (collectively, the Master Serviceran “Employee Benefit Plan”), the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case (A) as of the Class B-4date of transfer or purchase, Class B-5 and Class B-6 Certificatesthe Notes are rated at least investment grade, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect it believes that the proposed transfer and holding of such a Certificate and the servicing, management and operation Notes are properly treated as indebtedness without substantial equity features for purposes of the Trust: Plan Asset Regulations and agrees to so treat such Notes and (IB) the Transferee’s acquisition, holding or disposition of the Notes or any interest therein will satisfy the requirements of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (relating to transactions effected by a qualified professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section section 4975 of the Code which (or, in the case of a governmental, non-U.S. or church plan subject to such Similar Law, will not violate any such Similar Law). In the case of any Book-Entry Note, each transferee of such Note or any beneficial interest therein by virtue of its acquisition of such Note will be deemed to represent either (i) or (ii) above. Neither the Note Registrar nor the Indenture Trustee shall register the transfer of any Specified Note unless the prospective transferee has delivered to the Indenture Trustee and the Note Registrar a certification to the effect that it is not, and is not covered under acquiring, holding or transferring the Notes or any interest therein on behalf of, or with assets of, an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementEmployee Benefit Plan.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Non-Offered Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the TrusteeCertificate Registrar, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeCertificate Registrar, which opinion will not be at the expense of the Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Non-Offered Certificates, a representation or certification to the Trustee Certificate Registrar (upon which the Trustee is Trustee, the Certificate Registrar and the other parties hereto are authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("“PTE"”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Certificate Registrar, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (bSubsection 5.07(b), no Residual Certificates or Private Certificates (other than the Class A-1B Certificates) may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the TrusteeCertificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is with an Opinion of Counsel satisfactory to the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, will not result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Certificate Registrar, the Master Servicer, the Depositor, any Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee and the Certificate Registrar (upon which each of the Trustee and the Certificate Registrar is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which unless it is not covered under an individual or class prohibited transaction exemption exemption, including but not limited to Department of Labor Prohibited Transaction Class Exemption ("PTEPTCE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers Managers), or Section 401(c) of ERISA and the regulations promulgated thereunder; (II) will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code; and (IIIII) will not subject the Depositor, the Certificate Registrar, the Securities Administrator, any Servicer, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. Neither the Note Registrar nor the Indenture Trustee shall register the Transfer of any Definitive Note (aother than a Specified Note, unless otherwise provided in the related Indenture Supplement) Subject unless the prospective transferee has delivered to the provisions of subsection Indenture Trustee and the Note Registrar a certification to the effect that either (b)i) it is not, no Residual Certificates and is not acquiring the Notes or Private Certificates may be acquired directly or indirectly by, or any interest therein on behalf of, or using assets of, an “employee benefit plan” as defined in Section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or other retirement arrangement plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), which employee benefit plan, plan or entity is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section section 4975 of the Code and will not (“Similar Law”), or a governmental or church plan which is subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition U.S. federal, state or local law that is similar to those undertaken in Title I of ERISA or section 4975 of the Agreement Code (collectively, an “Employee Benefit Plan”), or (ii) in the case (A) as of the Class B-4date of transfer or purchase, Class B-5 the Notes are rated investment grade, it believes that such Note is properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations and Class B-6 Certificates, a representation or certification agrees to so treat such Note and (B) the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer Transferee’s acquisition and holding of such the Notes or any interest therein will satisfy the requirements of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (relating to transactions effected by a Certificate qualified professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in Section 408(b)(17) of ERISA and the servicing, management and operation Section 4975(d)(20) of the Trust: (I) Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section section 4975 of the Code which (or, in the case of a governmental or church plan subject to such Similar Law, will not violate any such Similar Law). In the case of any Book-Entry Note, each transferee of such Note or any beneficial interest therein by virtue of its acquisition of such Note will be deemed to represent either (i) or (ii) above. Neither the Note Registrar nor the Indenture Trustee shall register the transfer of any Specified Note unless the prospective transferee has delivered to the Indenture Trustee and the Note Registrar a certification to the effect that it is not, and is not covered under acquiring the Notes or any interest therein on behalf of, or with assets of, an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementEmployee Benefit Plan.

ERISA Restrictions. Neither the Note Registrar nor the Indenture Trustee shall register the Transfer of any Definitive Notes (aother than a Specified Note, unless otherwise provided in the related Indenture Supplement) Subject unless the prospective transferee has delivered to the provisions of subsection Indenture Trustee and the Note Registrar a certification to the effect that either (b)i) it is not, no Residual Certificates and is not acquiring, holding or Private Certificates may be acquired directly or indirectly bytransferring the Notes, or any interest therein, on behalf of, or using assets of, an “employee benefit plan” as defined in Section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or other retirement arrangement plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), which employee benefit plan, plan or entity is subject to Title I of ERISA or Section section 4975 of the Code, unless the proposed transferee provides either (i) the Trusteeor a governmental, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) non-U.S. or church plan which is satisfactory subject to the Trusteeany U.S. federal, which opinion will not be at the expense state, local or other law that is substantially similar to Title I of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section section 4975 of the Code and will not subject the Depositor(“Similar Law”) (collectively, the Master Serviceran “Employee Benefit Plan”), the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case (A) as of the Class B-4date of transfer or purchase, Class B-5 and Class B-6 Certificatesthe Notes are rated at least investment grade, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect it believes that the proposed transfer and holding of such a Certificate and the servicing, management and operation Notes are properly treated as indebtedness without substantial equity features for purposes of the Trust: Plan Asset Regulations and agrees to so treat such Notes and (IB) the Transferee’s acquisition, holding and disposition of the Notes or any interest therein will satisfy the requirements of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (relating to transactions effected by a qualified professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section section 4975 of the Code which (or, in the case of a governmental, non-U.S. or church plan subject to such Similar Law, will not violate any such Similar Law). In the case of any Book-Entry Note or any interest therein, each transferee of such Note or any interest therein by virtue of its acquisition of such Note will be deemed to represent either (i) or (ii) above. Neither the Note Registrar nor the Indenture Trustee shall register the transfer of any Specified Note unless the prospective transferee has delivered to the Indenture Trustee and the Note Registrar a certification to the effect that it is not, and is not covered under acquiring, holding or transferring the Notes or any interest therein on behalf of, or with assets of, an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementEmployee Benefit Plan.

ERISA Restrictions. (a) Subject to the provisions of subsection (bSubsection 5.07(b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the TrusteeCertificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is with an Opinion of Counsel satisfactory to the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, will not result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Certificate Registrar, the Master Servicer, the Depositor, any Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, a representation or certification to the Trustee and the Certificate Registrar (upon which each of the Trustee and the Certificate Registrar is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which unless it is not covered under an individual or class prohibited transaction exemption exemption, including but not limited to Department of Labor Prohibited Transaction Class Exemption ("PTEPTCE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers Managers), or Section 401(c) of ERISA and the regulations promulgated thereunder; (II) will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code; and (IIIII) will not subject the Depositor, the Certificate Registrar, the Securities Administrator, any Servicer, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class I-B-4, Class I-B-5 and Class I-B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer Trustee and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer Trustee or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, Trustee or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private of a Class of Individual Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the CodeCode (a "Plan"), unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee substantially in the form of Exhibit I hereto (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (Ii) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); , PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); , PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), ) and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (IIii) will not subject give rise to any additional fiduciary duties under ERISA on the Depositor, the Securities Administrator, part of the Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementTrustee.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, Trustee and the Servicer which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer Trustee or the Securities Administrator, Servicer that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator Trustee or the Trustee Servicer to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. Neither the Note Registrar nor the Indenture Trustee shall register the Transfer of any Definitive Note (aother than a Specified Note, unless otherwise provided in the related Indenture Supplement) Subject unless the prospective transferee has delivered to the provisions of subsection Indenture Trustee and the Note Registrar a certification to the effect that either (b)i) it is not, no Residual Certificates and is not acquiring the Notes or Private Certificates may be acquired directly or indirectly by, or any interest therein on behalf of, or using assets of, an “employee benefit plan” as defined in Section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or other retirement arrangement plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), which employee benefit plan, plan or entity is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section section 4975 of the Code and will not (“Similar Law”), or a governmental or church plan which is subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition U.S. federal, state or local law that is similar to those undertaken in Title I of ERISA or section 4975 of the Agreement Code (collectively, an “Employee Benefit Plan”), or (ii) in the case (A) as of the Class B-4date of transfer or purchase, Class B-5 the Notes are rated investment grade, it believes that such Note is properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations and Class B-6 Certificates, a representation or certification agrees to so treat such Note and (B) the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer Transferee’s acquisition and holding of such the Notes or any interest therein will satisfy the requirements of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (relating to transactions effected by a Certificate qualified professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in Section 408(b)(17) of ERISA and the servicing, management and operation Section 4975(d)(20) of the Trust: (I) Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section section 4975 of the Code which (or, in the case of a governmental or church plan subject to Similar Law, will not violate any such Similar Law). In the case of any Book-Entry Note, each transferee of such Note or any beneficial interest therein by virtue of its acquisition of such Note will be deemed to represent either (i) or (ii) above. Neither the Note Registrar nor the Indenture Trustee shall register the transfer of any Specified Note unless the prospective transferee has delivered to the Indenture Trustee and the Note Registrar a certification to the effect that it is not, and is not covered under acquiring the Notes or any interest therein on behalf of, or with assets of, an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementEmployee Benefit Plan.

ERISA Restrictions. (a) Subject to the provisions of ------------------ subsection (b), no Residual Certificates Class PO or Private Class B Certificates may be acquired by, or transferred to, an entity which is acquiring such Certificates directly or indirectly by, for or on behalf of, an employee a "benefit plan investor" described in or other retirement arrangement which is subject to Title I of ERISA or 29 C.F.R. Section 4975 of 2510.3-101 (the Code, "Plan Asset Regulations") ("Benefit Plan Investor") unless the proposed transferee provides either (i) a Benefit Plan Opinion or a representation to the same effect to the Trustee, with . A "Benefit Plan Opinion" is an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that neither the proposed transfer and and/or holding of such a Certificate and nor the servicing, management and operation of the Trust: Trust (IX) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not or will be covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (IIY) either: (i) will not subject cause the Depositor, assets of the Securities Administrator, Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) will give rise to any additional fiduciary duties under ERISA on the part of the Master Servicer or the Trustee. A Benefit Plan Opinion shall not be an expense of the Trustee to any obligation in addition to those undertaken in or the AgreementMaster Servicer.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement (a "Plan") which is subject to Title I of ERISA or and/or Section 4975 of the CodeCode or by a person using assets of a Plan, unless the proposed transferee provides either (i) the Trustee, Trustee with an Opinion of Counsel addressed to for the Depositor, benefit of the Trustee, the Master Servicer and the Securities Administrator (upon and on which they may rely) rely which is the satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 XP Certificates and Class B-6 B-IO Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTEPTCE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject Neither the Note Registrar nor the Indenture Trustee shall register the Transfer of any Definitive Notes unless the prospective transferee has delivered to the provisions of subsection Indenture Trustee and the Note Registrar a certification to the effect that either (b)i) it is not, no Residual Certificates and is not acquiring, holding or Private Certificates may be acquired directly transferring the Notes, or indirectly byany interest therein, or on behalf of, or using assets of, an “employee benefit plan” as defined in Section 3(3) of ERISA, a plan described in section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or other retirement arrangement plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), which employee benefit plan, plan or entity is subject to Title I of ERISA or Section section 4975 of the Code, unless the proposed transferee provides either (i) the Trusteeor a governmental, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) non-U.S. or church plan which is satisfactory subject to the Trusteeany U.S. federal, which opinion will not be at the expense state, local or other law that is substantially similar to Title I of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section section 4975 of the Code and will not subject the Depositor(“Similar Law”) (collectively, the Master Serviceran “Employee Benefit Plan”), the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case (A) as of the Class B-4date of transfer or purchase, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect it believes that the proposed transfer and holding of such a Certificate and the servicing, management and operation Notes are properly treated as indebtedness without substantial equity features for purposes of the Trust: Plan Asset Regulations and agrees to so treat such Notes and (IB) the transferee’s acquisition, holding or disposition of the Notes or any interest therein will satisfy the requirements of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (relating to transactions effected by a qualified professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section section 4975 of the Code which (or, in the case of a governmental, non-U.S. or church plan subject to such Similar Law, will not violate any such Similar Law). In the case of any Book-Entry Note, each transferee of such Note or any beneficial interest therein by virtue of its acquisition of such Note will be deemed to represent either (i) or (ii) above. Further, each transferee of a Note or any beneficial interest therein that is not covered under an individual employee benefit plan, plan or class entity is subject to Title I of ERISA or section 4975 of the Code shall be deemed to represent and warrant that (i) none of the Issuer, PLS, CSCIB or any of their respective affiliates has provided any investment advice within the meaning of Section 3(21) of ERISA (and regulations thereunder) to such transferee, or to any fiduciary or other person making the decision to invest the assets of such transferee (“Fiduciary”), in connection with its acquisition of the Note (unless an applicable prohibited transaction exemption including but is available to cover the purchase or holding of the Note or the transaction is not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accountsotherwise prohibited), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (IIii) will not subject the Depositor, Fiduciary is exercising its own independent judgment in evaluating the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken investment in the AgreementNote.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel addressed to the Depositor, Trustee that is satisfactory to the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Non-Offered Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the TrusteeCertificate Registrar, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeCertificate Registrar, which opinion will not be at the expense of the Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Non-Offered Certificates, a representation or certification to the Trustee Certificate Registrar (upon which the Trustee is Trustee, the Certificate Registrar and the other parties hereto are authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Certificate Registrar, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) in the Trusteecase of the Residual Certificates, the Seller, the Master Servicer, the Trustee and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the DepositorSeller, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction under provisions of ERISA or Section 4975 of the Code and will not subject the DepositorSeller, the Trustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject give rise to any obligation on the Depositorpart of the Seller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken except in the Agreement case of a transfer by the Seller to Xxxxxxxxx or (iiany of its Affiliates, or by Xxxxxxxxx or any of its Affiliates to another Affiliate of Xxxxxxxxx) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, B-IO Certificates a representation or certification is provided to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee, the Delaware Trustee or any Servicer to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation -71- or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 CertificatesB-6, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4B-5, Class B-5 B-6 and Class B-6 B-7 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates of a Class of Private Certificates or Private the Class X Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee substantially in the form of Exhibit I hereto (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (Ii) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); , PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); , PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), ) and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (IIii) will not subject give rise to any additional fiduciary duties under ERISA on the Depositor, the Securities Administrator, part of the Master Servicer or the Trustee Trustee. The above restrictions shall not apply to any obligation in addition to those undertaken the Class X Certificates either: (i) in the Agreementevent that the Class X Certificates are underwritten, placed by an entity which has been granted an exemption by the Department of Labor similar to PTE 90-30, or such entity acts as a selling agent for such Class X Certificates or (ii) in secondary market transfers thereafter, and the Trustee receives a representation or certification (upon which the Trustee is authorized to rely) from the holder of Class X Certificates to such effect.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken except in the Agreement case of a transfer by the Seller to Xxxxxxxxx or (iiany of its Affiliates, or by Xxxxxxxxx or any of its Affiliates to another Affiliate of Xxxxxxxxx) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee or the Delaware Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (bSection 5.07(b), no Residual Certificates Class PO or Private Class B Certificates may be acquired by, or transferred to, an entity which is acquiring such Certificates directly or indirectly by, for or on behalf of, an employee a "benefit plan investor" described in or subject to 29 C.F.R. xx.xx. 2510.3-101 (other retirement arrangement than a benefit plan investor which is not subject to Title I of ERISA or Section 4975 of the Code, ERISA)("Benefit Plan Investor") unless the proposed transferee provides either (i) a Benefit Plan Opinion to the Trustee, with . A "Benefit Plan Opinion" is an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that neither the proposed transfer and and/or holding of such a Certificate and nor the servicing, management and operation of the Trust: (Ii) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not or will be covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and or (IIii) will not subject give rise to any additional fiduciary duties under ERISA on the Depositor, the Securities Administrator, part of the Master Servicer or the Trustee. A Benefit Plan Opinion shall not be an expense of the Trustee to any obligation in addition to those undertaken in or the AgreementMaster Servicer.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides (A) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is with an Opinion of Counsel satisfactory to the Trustee, the Master Servicer and the Securities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementAgreement and (B) in the case of a Class II-A-4 Certificates, the transferee represents that it is purchasing the Class II-A-4 certificates using funds held in an "insurance company general account" (as defined in Section V(e) of Prohibited Transaction Class Exemption 95-60, as published in 60 Fed. Reg. 35925 (July 12,1995)("PTCE 95-60")); and the amount of reserves and liabilities for the general account contracts held by or on behalf of any employee benefit plan (and any other employee benefit plan of the same employer or its "affiliates" (as defined in Section V(a)(1) of PTCE 95-60) or by the same organization) does not exceed 10% of the total reserves and liabilities of such general account surplus (such determination to be made in accordance with section 1(a) of PTCE 95-60).

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator SAdministrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at bat the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class aClass B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer, any Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the TrusteeSecurities Administrator, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeSecurities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee Certificate Registrar (upon which the Trustee Certificate Registrar is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption ("PTE"“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Securities Administrator and the Master Servicer with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer Securities Administrator and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeMaster Servicer, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer Securities Administrator or the Securities AdministratorMaster Servicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master ServicerTrustee, the Securities Administrator or the Trustee Master Servicer to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities AdministratorSeller, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, or with the assets of an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the CodeCode ("Plan"), unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to for the benefit of the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Seller, the Master Servicer, the Securities Administrator Administrator, any servicers or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the TrustTrust and its assets: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE PTE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private nor any Class of Subordinate Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities AdministratorSeller, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator Trustee (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities AdministratorTrustee, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption ("PTE"“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities AdministratorTrustee, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private any Class XP, Class B-4, Class B-5 or Class B-6 Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities AdministratorSeller, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Class of Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification certification, in the Form attached hereto as Exhibit O, to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities AdministratorSeller, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE PTE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel addressed to the Depositor, Trustee that is satisfactory to the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Class of Subordinate or Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicers with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicers, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicers, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicers to any obligation in addition to those undertaken in the Agreement Pooling and Servicing Agreeement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject give rise to any additional fiduciary duties under ERISA on the Depositor, the Securities Administrator, the part of either Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementTrustee.

ERISA Restrictions. Neither the Note Registrar nor the Indenture Trustee shall register the Transfer of any Definitive Notes (aother than a Specified Note, unless otherwise provided in the related Indenture Supplement) Subject unless the prospective transferee has delivered to the provisions of subsection Indenture Trustee and the Note Registrar a certification to the effect that either (b)i) it is not, no Residual Certificates and is not acquiring, holding or Private Certificates may be acquired directly transferring the Notes or indirectly by, or any interest therein on behalf of, or using assets of, an “employee benefit plan” as defined in Section 3(3) of ERISA, a plan described in Section 4975(e)(1) of the Code, an entity which is deemed to hold the assets of any such employee benefit plan or other retirement arrangement plan pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), which employee benefit plan, plan or entity is subject to Title I of ERISA or Section 4975 of the CodeCode or a governmental, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) non-U.S. or church plan which is satisfactory subject to the Trusteeany U.S. federal, which opinion will not be at the expense state, local or other law that is substantially similar to Title I of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor(“Similar Law”) (collectively, the Master Serviceran “Employee Benefit Plan”), the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case (A) as of the Class B-4date of transfer or purchase, Class B-5 and Class B-6 Certificatesthe Notes are rated at least investment grade, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect it believes that the proposed transfer and holding of such a Certificate and the servicing, management and operation Notes are properly treated as indebtedness without substantial equity features for purposes of the Trust: Plan Asset Regulations and agrees to so treat such Notes and (IB) the Transferee’s acquisition, holding and disposition of the Notes or any interest therein will satisfy the requirements of Prohibited Transaction Class Exemption (“PTCE”) 84-14 (relating to transactions effected by a qualified professional asset manager), PTCE 90-1 (relating to investments by insurance company pooled separate accounts), PTCE 91-38 (relating to investments in bank collective investment funds), PTCE 95-60 (relating to transactions involving insurance company general accounts), PTCE 96-23 (relating to transactions directed by an in-house professional asset manager) or the statutory prohibited transaction exemption for service providers set forth in Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar class or statutory exemption and will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which (or, in the case of a governmental, non-U.S. or church plan subject to such Similar Law, will not violate any such Similar Law). In the case of any Book-Entry Note, each transferee of such Note or any beneficial interest therein by virtue of its acquisition of such Note will be deemed to represent either (i) or (ii) above. Neither the Note Registrar nor the Indenture Trustee shall register the transfer of any Specified Note unless the prospective transferee has delivered to the Indenture Trustee and the Note Registrar a certification to the effect that it is not, and is not covered under acquiring, holding or transferring the Notes or any interest therein on behalf of, or with assets of, an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementEmployee Benefit Plan.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates No Class X, Class A-I-11 or Private Class B Certificates may be acquired by, or transferred to, an entity which is acquiring such Certificates directly or indirectly by, for or on behalf of, an employee a "benefit plan investor" described in or other retirement arrangement which is subject to Title I of ERISA or 29 C.F.R. Section 4975 of 2510.3-101 (the Code, "Plan Asset Regulations") ("Benefit Plan Investor") unless the proposed transferee provides either (i) a Benefit Plan Opinion to the Trustee, with . A "Benefit Plan Opinion" is an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that neither the proposed transfer and and/or holding of such a Certificate and nor the servicing, management and operation of the Trust: Trust (IX) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not or will be covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (IIY) either: (i) will not subject cause the Depositor, assets of the Securities Administrator, Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) will give rise to any additional fiduciary duties under ERISA on the part of the Master Servicer or the Trustee. A Benefit Plan Opinion shall not be an expense of the Trustee to any obligation in addition to those undertaken in or the AgreementMaster Servicer.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Master Servicer and the Trustee with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities AdministratorSeller, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates Class A-11, Class PO, Class X or Private Class B Certificates may be acquired by, or transferred to, an entity which is acquiring such Certificates directly or indirectly by, for or on behalf of, an employee a "benefit plan investor" described in or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of 29 C.F.R. ss. 2510.3-101 (the Code, "Plan Asset Regulations") ("Benefit Plan Investor") unless the proposed transferee provides either (i) a Benefit Plan Opinion to the Trustee, with . A "Benefit Plan Opinion" is an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that neither the proposed transfer and and/or holding of such a Certificate and nor the servicing, management and operation of the Trust: Trust (Ii) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and or (IIii) will not subject rise to any additional fiduciary duties under ERISA on the Depositor, the Securities Administrator, part of the Master Servicer or the Trustee. A Benefit Plan Opinion shall not be an expense of the Trustee to any obligation in addition to those undertaken in or the AgreementMaster Servicer.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the this Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and Managers)and (II) will not subject the Depositor, the Securities AdministratorSeller, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the this Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates (other than the Class III-A Certificates after the Distribution Date in May 2008) may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Private Certificates (other than the Residual Certificates and the Class B-4, Class B-5 and Class B-6 CertificatesIII-A Certificates after the Distribution Date in May 2008), a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.38

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates (other than the Class S Certificates and Class III-A-1 Certificates) may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Private Certificates (other than the Class B-4, Class B-5 S Certificates and Class B-6 III-A-1 Certificates), a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities AdministratorSeller, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II- B-5 and Class II-B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4B-6, Class B-5 B-7 and Class B-6 B-8 Certificates, a representation or certification to the Trustee Certificate Registrar (upon which the Trustee and the Certificate Registrar is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Certificate Registrar, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the TrusteeSecurities Administrator, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeSecurities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee Certificate Registrar (upon which the Trustee Certificate Registrar is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("“PTE"”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private any Class B-4, Class B-5 or Class B-6 Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities AdministratorSeller, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the TrusteeTrustee or the Securities Administrator, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee or the Securities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee Certificate Registrar (upon which the Trustee is and the Certificate Registrar are authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, or with the assets of an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA 110 or Section 4975 of the CodeCode ("Plan"), unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to for the benefit of the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Issuer, the Master Servicer, the Securities Administrator Administrator, any servicers or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class I-B-5, Class I-B-6, , Class I-B-7, Class II-B-4, Class II-B-5, Class II-B-6, Class III-B-4, Class III-B-5 and Class III-B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the TrustTrust and its assets: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE PTE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon and on which they may rely) which rely that is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase and holding of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Mandatory Auction Certificates, Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection subsections (b) and (c), no Residual Certificates or Private Subordinate Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) (a) in the case of the Class B-4I-B1, -91- Class I-B2, Class B-5 I-B3, Class I-B4, Class I-B5, Class II-B1, Class II-B2, Class II-B3, Class II-B4 and Class B-6 II-B5 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that either (i) it is not a Plan or investing with "Plan Assets", (ii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an "insurance company general account," as such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied and (b) in the case of the Class I-B6 Certificates and Class II-B6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts)Code, PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the AgreementAgreement and (III) is permissible under applicable law.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, the Master Servicer and the Securities Administrator with an Opinion of Counsel addressed satisfactory to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeAdministrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Master Servicer, Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 B-5, Class B-6 and Class B-6 X Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the DepositorSeller, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (bSubsection 5.07(b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the TrusteeCertificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is with an Opinion of Counsel satisfactory to the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, will not result in a nonexempt non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the DepositorTrustee, the Certificate Registrar, the Master Servicer, the Depositor, the Servicer or the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee and the Certificate Registrar (upon which each of the Trustee and the Certificate Registrar is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which unless it is not covered under an individual or class prohibited transaction exemption exemption, including but not limited to Department of Labor Prohibited Transaction Class Exemption ("PTEPTCE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers Managers), or Section 401(c) of ERISA and the regulations promulgated thereunder; (II) will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code; and (IIIII) will not subject the Depositor, the Certificate Registrar, the Securities Administrator, the Servicer, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Class of Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification certification, in the Form attached hereto as Exhibit M, to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless (except in the proposed transferee provides either (i) case of a transfer by the TrusteeDepositor to Xxxxxxxxx or any of its Affiliates, with an Opinion or by Xxxxxxxxx or any of Counsel addressed its Affiliates to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trusteeanother Affiliate of Xxxxxxxxx, which opinion will not shall be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee deemed to any obligation in addition to those undertaken in the Agreement or (iihave so represented) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification is provided to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee, the Delaware Trustee or any Servicer to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to Except in the provisions case of subsection (b)the Class A-4X Certificates, no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless (except in the proposed transferee provides either (icase of a transfer by the Depositor to Xxxxxxxxx or any of its Affiliates, or by Xxxxxxxxx or any of its Affiliates to another Affiliate of Xxxxxxxxx) in the Trusteecase of the Certificates that are not residual certificates, with an Opinion of Counsel addressed a representation or certification is provided to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that (I) in the case of a Certificate that is not a Private Certificate, the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) Trust will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("“PTE"”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers Managers) and (II) will not subject in the Depositorcase of a Certificate that is a Private Certificate, the Securities Administrator, proposed transfer and/or holding of a certificate is to an insurance company general account within the Master Servicer or meaning of Section V(e) of prohibited transaction exemption (“PTE”) 95-60 and the Trustee purchase and holding of the certificate is covered by Sections I and III of PTE 95-60. These representations shall be deemed to any obligation have been made by an acquirer of an interest in addition to those undertaken in the Agreementa Global Certificate.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4B-6, Class B-5 B-7 and Class B-6 B-8 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator Trustee (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Trustee, the Master Servicer or the Securities AdministratorTrustee, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Securities Administrator Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption ("PTE"“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the TrusteeSecurities Administrator, with an Opinion of Counsel addressed to the Depositor, the Trustee, the Certificate Registrar, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeSecurities Administrator, which opinion will not be at the expense of the Depositor, the Trustee, the Certificate Registrar, the Master Servicer or the Securities Administrator, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Private Certificates, a representation or certification to the Trustee Certificate Registrar (upon which the Trustee Certificate Registrar is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption ("PTE"“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers Managers) and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

ERISA Restrictions. (a) Subject to the provisions of subsection (b), no Residual Certificates or Class of Private Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or and/or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, Trustee and the Master Servicer with an Opinion of Counsel addressed to the Depositor, the Trustee, the Master Servicer and the Securities Administrator (upon which they may rely) which is satisfactory to the TrusteeTrustee and the Master Servicer, which opinion will not be at the expense of the Depositor, the Trustee, Trustee or the Master Servicer or the Securities AdministratorServicer, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, Trustee or the Master Servicer, the Securities Administrator or the Trustee Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and and/or holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Securities Administrator, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.