Common use of Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate Clause in Contracts

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificate and of transfers and exchanges of the Ownership Certificate as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.03. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of an Ownership Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Ownership Certificate evidencing the Percentage Interest of the Ownership Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of an Ownership Certificate for a period of 15 days preceding the due date for any payment with respect to the Ownership Certificate. No transfer of an Ownership Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute an investment letter (in the form attached hereto as Exhibit C) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act, and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder desiring to effect the transfer of an Ownership Certificate shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Except in the case of the initial transfer to the Initial Holder, no transfer of an Ownership Certificate shall be made unless the Certificate Registrar shall have received a representation letter (in the form attached hereto as Exhibit C) from the proposed transferee of such Ownership Certificate to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. Prior to and as a condition of the registration of any transfer, sale or other disposition of the Ownership Certificate, the Initial Holder of the Ownership Certificate and each Prospective Holder of the Ownership Certificate shall represent and warrant in writing, in substantially the form set forth in Exhibit F hereto, to the Owner Trustee, the Securities Administrator and the Certificate Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Ownership Certificate and its purchase of investments having the characteristics of the Ownership Certificate is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor; (ii) Such Person understands that each holder of an Ownership Certificate, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of the Agreement; and (iii) Such Person is a REIT, a Qualified REIT Subsidiary or a Disregarded Entity. The Trust shall cause each Certificate to contain a legend, substantially in the form of the applicable legends provided in Exhibit A hereto, stating that transfer of such Certificate is subject to certain restrictions and referring prospective purchasers of the Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything to the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificate shall be made to any Person unless the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificate to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of the Ownership Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of an Ownership Certificate that is in fact not permitted by this Section, for making any payment due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the immediately preceding paragraph.

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificate and of transfers and exchanges of the Ownership Certificate as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.03. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of an Ownership Certificate at the office or agency maintained pursuant to Section 3.073.08, the Owner Trustee shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Ownership Certificate evidencing the Percentage Interest of the Ownership Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of an Ownership Certificate for a period of 15 days preceding the due date for any payment with respect to the Ownership Certificate. No transfer of an Ownership Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute an investment letter (in the form attached hereto as Exhibit CD) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act, and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder desiring to effect the transfer of an Ownership Certificate shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Except in the case of the initial transfer to the Initial Holder, no transfer of an Ownership Certificate shall be made unless the Certificate Registrar shall have received a representation letter (in the form attached hereto as Exhibit CD) from the proposed transferee of such Ownership Certificate to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. Prior to and as a condition of the registration of any transfer, sale or other disposition of the Ownership Certificate, the Initial Holder of the Ownership Certificate and each Prospective Holder of the Ownership Certificate shall represent and warrant in writing, in substantially the form set forth in Exhibit F hereto, to the Owner Trustee, the Securities Administrator and the Certificate Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Ownership Certificate and its purchase of investments having the characteristics of the Ownership Certificate is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor; (ii) Such Person understands that each holder of an Ownership Certificate, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of the Agreement; and (iii) Such Person is a REIT, a Qualified REIT Subsidiary or a Disregarded Entity. The Trust shall cause each Certificate to contain a legend, substantially in the form of the applicable legends provided in Exhibit A hereto, stating that transfer of such Certificate is subject to certain restrictions and referring prospective purchasers of the Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything to the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificate shall be made to any Person unless the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificate to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of the Ownership Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of an Ownership Certificate that is in fact not permitted by this Section, for making any payment due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the immediately preceding paragraph.

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificate and of transfers and exchanges of the Ownership Certificate as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.03. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of an Ownership Certificate at the office or agency maintained pursuant to Section 3.073.08, the Owner Trustee shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Ownership Certificate evidencing the Percentage Interest of the Ownership Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of an Ownership Certificate for a period of 15 days preceding the due date for any payment with respect to the Ownership Certificate. No transfer of an Ownership Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute (i) an investment letter (in the form attached hereto as Exhibit CD-1) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act, or (ii) an investment letter (in the form attached hereto as Exhibit D-2) certifying to the Trust, the Owner Trustee, the Administrator, the Certificate Registrar and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act, and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder desiring to effect the transfer of an Ownership Certificate shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Except in the case of the initial transfer to the Initial Holder, no transfer of an Ownership Certificate shall be made unless the Certificate Registrar shall have received a representation letter (in the form attached hereto as Exhibit CE) from the proposed transferee of such Ownership Certificate to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of any such plan or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. Notwithstanding anything to the contrary contained herein, the Ownership Certificate shall be owned at all times directly by an Eligible Corporation and shall be subject to the restrictions below. Prior to and as a condition of the registration of any transfer, sale or other disposition of the Ownership Certificate, the Initial Holder of the Ownership Certificate and each Prospective Holder of the Ownership Certificate shall represent and warrant in writing, in substantially the form set forth in Exhibit F hereto, to the Owner Trustee, the Securities Administrator and the Certificate Registrar and any of their respective successors that: (i) Such Person the proposed transferee shall deliver to the Certificate Registrar an affidavit in substantially the form attached hereto as Exhibit F-1 representing and warranting, among other things, that such transferee is duly authorized to purchase the Ownership Certificate and its purchase of investments having the characteristics of the Ownership Certificate is authorized underan Eligible Corporation, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable the proposed transferor shall deliver to the investorCertificate Registrar an affidavit in substantially the form attached hereto as Exhibit F-2; (ii) Such Person understands that each holder the Certificate Registrar may (but shall have no obligation to) require the delivery by the proposed transferee of an Ownership CertificateOpinion of Counsel, by virtue of its acceptance thereof, assents addressed to the termsDepositor and the Certificate Registrar, provisions satisfactory in form and conditions of substance to the AgreementCertificate Registrar and the Depositor, that such proposed transferee is an Eligible Corporation; and (iii) Such Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of the Ownership Certificate to a Person is other than an Eligible Corporation, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a REITholder for any purpose hereunder, a Qualified REIT Subsidiary or a Disregarded Entityincluding, but not limited to, the receipt of distributions on the Ownership Certificate. The Trust Certificate Paying Agent shall cause each not be under any liability to any person for any registration or transfer of the Ownership Certificate to contain a legendPerson other than an Eligible Corporation, substantially in or for the form maturity of any payments due on the applicable legends provided in Exhibit A hereto, stating that transfer of such Ownership Certificate is subject to certain restrictions and referring prospective purchasers of the Certificates to this Section 3.03 any Holder thereof or for taking any other action with respect to such restrictionsHolder under the provisions of this Agreement, so long as the transfer was effected in accordance with this Section, unless the Certificate Paying Agent shall have actual knowledge at the time of such transfer or the time of such payment or other action that the transferee is not an Eligible Corporation. Notwithstanding anything The Certificate Paying Agent shall be entitled to recover from any Holder of the Ownership Certificate that was not an Eligible Corporation at the time it became or any subsequent time it ceased to be an Eligible Corporation, all payments made on the Ownership Certificate at and after either such times (and all costs and expenses, including but not limited to attorneys’ fees, incurred in connection therewith). Any payment (not including any such costs and expenses) so recovered by the Certificate Paying Agent shall be paid and delivered to the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificate shall be made to any Person unless the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposeslast preceding Holder. If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificate to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section Eligible Corporation shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of the Ownership Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of an Ownership Certificate that is in fact not permitted by this Section, for making any payment due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the immediately preceding paragraph.

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificate and of transfers and exchanges of the Ownership Certificate as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.03. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of an Ownership Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Ownership Certificate evidencing the Percentage Interest of the Ownership Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of an Ownership Certificate for a period of 15 days preceding the due date for any payment with respect to the Ownership Certificate. No transfer of an Ownership Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute an investment letter (in the form attached hereto as Exhibit C) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act, and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder desiring to effect the transfer of an Ownership Certificate shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Except in the case of the initial transfer to the Initial Holder, no transfer of an Ownership Certificate shall be made unless the Certificate Registrar shall have received a representation letter (in the form attached hereto as Exhibit C) from the proposed transferee of such Ownership Certificate to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. Prior to and as a condition of the registration of any transfer, sale or other disposition of the Ownership Certificate, the Initial Holder of the Ownership Certificate and each Prospective Holder of the Ownership Certificate shall represent and warrant in writing, in substantially the form set forth in Exhibit F C hereto, to the Owner Trustee, the Securities Administrator and the Certificate Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Ownership Certificate and its purchase of investments having the characteristics of the Ownership Certificate is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor;; and (ii) Such Person understands that each holder of an Ownership Certificate, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of the Agreement; and (iii) Such Person is a REIT, a Qualified REIT Subsidiary or a Disregarded Entity. The Trust shall cause each Certificate to contain a legend, substantially in the form of the applicable legends provided in Exhibit A hereto, stating that transfer of such Certificate is subject to certain restrictions and referring prospective purchasers of the Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything to the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificate shall be made to any Person unless the Owner Trustee and the Certificate Registrar have has received an Opinion of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificate to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an a eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of the Ownership Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of an Ownership Certificate that is in fact not permitted by this Section, for making any payment due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the immediately preceding paragraph.

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificate and of transfers and exchanges of the Ownership Certificate as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.03. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of an Ownership Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Ownership Certificate evidencing the Percentage Interest of the Ownership Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of an Ownership Certificate for a period of 15 days preceding the due date for any payment with respect to the Ownership Certificate. No transfer of an Ownership Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute an investment letter (in the form attached hereto as Exhibit C) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act, and any expense associated with the preparation and 201496 HomeBanc 2006-2 Trust Agreement execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder desiring to effect the transfer of an Ownership Certificate shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Except in the case of the initial transfer to the Initial Holder, no transfer of an Ownership Certificate shall be made unless the Certificate Registrar shall have received a representation letter (in the form attached hereto as Exhibit C) from the proposed transferee of such Ownership Certificate to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. Prior to and as a condition of the registration of any transfer, sale or other disposition of the Ownership Certificate, the Initial Holder of the Ownership Certificate and each Prospective Holder of the Ownership Certificate shall represent and warrant in writing, in substantially the form set forth in Exhibit F hereto, to the Owner Trustee, the Securities Administrator and the Certificate Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Ownership Certificate and its purchase of investments having the characteristics of the Ownership Certificate is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor; (ii) Such Person understands that each holder of an Ownership Certificate, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of the Agreement; and (iii) Such Person is a REIT, a Qualified REIT Subsidiary or a Disregarded Entity. The Trust shall cause each Certificate to contain a legend, substantially in the form of the applicable legends provided in Exhibit A hereto, stating that transfer of such Certificate is subject to certain restrictions and referring prospective purchasers of the Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything to the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificate shall be made to any Person unless the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. 201496 HomeBanc 2006-2 Trust Agreement If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificate to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of the Ownership Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of an Ownership Certificate that is in fact not permitted by this Section, for making any payment due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the immediately preceding paragraph.

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificate and of transfers and exchanges of the Ownership Certificate as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.03. [The Securities Administrator shall be the initial Certificate Registrar. .] If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of an Ownership Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Ownership Certificate evidencing the Percentage Interest of the Ownership Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of an Ownership Certificate for a period of 15 [15] days preceding the due date for any payment with respect to the Ownership Certificate. No transfer of an Ownership Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute an investment letter (in the form attached hereto as Exhibit C) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act, and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder desiring to effect the transfer of an Ownership Certificate shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Except in the case of the initial transfer to the Initial Holder, no transfer of an Ownership Certificate shall be made unless the Certificate Registrar shall have received a representation letter (in the form attached hereto as Exhibit C) from the proposed transferee of such Ownership Certificate to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. Prior to and as a condition of the registration of any transfer, sale or other disposition of the Ownership Certificate, the Initial Holder of the Ownership Certificate and each Prospective Holder of the Ownership Certificate shall represent and warrant in writing, in substantially the form set forth in Exhibit F hereto, to the Owner Trustee, the Securities Administrator and the Certificate Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Ownership Certificate and its purchase of investments having the characteristics of the Ownership Certificate is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor;; and (ii) Such Person understands that each holder of an Ownership Certificate, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of the Agreement; and (iii) Such Person is a REIT, a Qualified REIT Subsidiary or a Disregarded Entity. The Trust shall cause each Certificate to contain a legend, substantially in the form of the applicable legends provided in Exhibit A hereto, stating that transfer of such Certificate is subject to certain restrictions and referring prospective purchasers of the Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything to the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificate shall be made to any Person unless the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificate to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of the Ownership Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of an Ownership Certificate that is in fact not permitted by this Section, for making any payment due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the immediately preceding paragraph.

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificate and of transfers and exchanges of the Ownership Certificate as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.03. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of an Ownership Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Ownership Certificate evidencing the Percentage Interest of the Ownership Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of an Ownership Certificate for a period of 15 days preceding the due date for any payment with respect to the Ownership Certificate. No transfer of an Ownership Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute an investment letter (in the form attached hereto as Exhibit C) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act, and any expense associated with the preparation and Trust Agreement execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder desiring to effect the transfer of an Ownership Certificate shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Except in the case of the initial transfer to the Initial Holder, no transfer of an Ownership Certificate shall be made unless the Certificate Registrar shall have received a representation letter (in the form attached hereto as Exhibit C) from the proposed transferee of such Ownership Certificate to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. Prior to and as a condition of the registration of any transfer, sale or other disposition of the Ownership Certificate, the Initial Holder of the Ownership Certificate and each Prospective Holder of the Ownership Certificate shall represent and warrant in writing, in substantially the form set forth in Exhibit F hereto, to the Owner Trustee, the Securities Administrator and the Certificate Registrar and any of their respective successors that: (i) Such Person is duly authorized to purchase the Ownership Certificate and its purchase of investments having the characteristics of the Ownership Certificate is authorized under, and not directly or indirectly in contravention of, any law, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments that is applicable to the investor; (ii) Such Person understands that each holder of an Ownership Certificate, by virtue of its acceptance thereof, assents to the terms, provisions and conditions of the Agreement; and (iii) Such Person is a REIT, a Qualified REIT Subsidiary or a Disregarded Entity. The Trust shall cause each Certificate to contain a legend, substantially in the form of the applicable legends provided in Exhibit A hereto, stating that transfer of such Certificate is subject to certain restrictions and referring prospective purchasers of the Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything to the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificate shall be made to any Person unless the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. Trust Agreement If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificate to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of the Ownership Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of an Ownership Certificate that is in fact not permitted by this Section, for making any payment due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the immediately preceding paragraph.