Legends; Transfer and Exchange. Restrictions on Transfer of Series 1998-2 Securities.
(a) Each Class A Security that is a Global Security deposited with DTC, or a custodian on behalf of DTC, shall bear the following legend: UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(b) Each Class B Security will bear legends substantially in the following form: THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW. TRANSFERS OF THIS SECURITY SHALL BE SUBJECT TO THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF METRIS RECEIVABLES, INC. AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS (AS DEFINED IN 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE UNDER ERISA) BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY SUCH PLAN (INCLUDING WITHOUT LIMITATION, FOR PURPOSES OF CLAUSE (IV) AND THIS CLAUSE (V), AS APPLICABLE, AN INSURA...
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1999-1 Certificates; Tax Treatment.........................45
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1998-1 Securities; Tax Treatment . . . . . . . . . . . 63
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1995-1 Certificates; Tax Treatment................... 40 SECTION 11. Ratification of Agreement...................................... 43 SECTION 12. Registration of the Class A Certificates under the Securities Exchange Act of 1934........................................... 43 SECTION 13. Counterparts................................................... 44 SECTION 14.
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1998-2 Securities; Tax Treatment.
(a) The Class A Securities and the Class B Securities will be registered under the Securities Act.
(b) Each Class A Security will bear legends substantially in the form set forth at Exhibit A-1.
(c) Each Class B Security will bear legends substantially in the form set forth at Exhibit A-2.
(d) Each Class D Security will bear legends substantially in the form set forth at Exhibit A-3.
(e) The Collateral Interest shall be subject to the restrictions on transfer set forth in the Loan Agreement, including Section 8.09
Legends; Transfer and Exchange. Restrictions on Transfer of Se- xxxx 1997-1 Certificates; Tax Treatment ........................................... 69 SECTION 11. Compliance with Withholding Re- quirements .......................................... 74 SECTION 12. Tax Characterization of the Class C Certificates ........................................ 74 SECTION 13. Ratification of Agreement ............................. 75
Legends; Transfer and Exchange. Restrictions on Transfer of Se- xxxx 1997-2 Certificates; Tax Treatment................................ 69
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1998-3
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1997-1 Variable Funding Certificates; Tax Treatment 65 SECTION 13. Successor Trustee 73 SECTION 14. Notice to Facility Agent 73 SECTION 15. Charge Account Agreements and Credit and Collection Policies 73 SECTION 16. Successor Servicer 74 SECTION 17. Series 1997-1 Investor Exchange; Certificate Defeasance 74 SECTION 18. Ratification of Agreement 75 SECTION 19. Counterparts 75 SECTION 20. GOVERNING LAW 75 SECTION 21. The Trustee 75 SECTION 22. Instructions in Writing 75 SECTION 23. Amendment 76 SECTION 24. Discount Option 76
Legends; Transfer and Exchange. Restrictions on Transfer of Series 1997-1 Certificates; Tax Treatment . . . . . . . . . . . . . . . . 49 SECTION 13. Sale of Class B Certificates . . . . . . . . . 54
