Common use of Registration of Transfer and Exchange of Grantor Trust Certificate Clause in Contracts

Registration of Transfer and Exchange of Grantor Trust Certificate. (a) The Grantor Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Grantor Trustee in accordance with the provisions of Section 6.11 a Grantor Trust Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Grantor Trustee shall provide for the registration of the Grantor Trust Certificate and of transfers and exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trustee is initially appointed Grantor Trust Certificate Registrar for the purpose of registering the Grantor Trust Certificate and transfers and exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trust Certificate Registrar, or the Grantor Trustee, shall notify the Master Servicer promptly of any transfer of the Grantor Trust Certificate and the name of any such transferee of the Grantor Trust Certificateholder. (b) Upon surrender for registration of transfer of the Grantor Trust Certificate at any office or agency of the Grantor Trustee maintained for such purpose pursuant to Section 6.11 and upon satisfaction of the conditions set forth below, the Grantor Trustee shall execute and the Grantor Trust Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Grantor Trust Certificate representing a 100% Certificate Percentage Interest. (c) Notwithstanding any other provision hereof, unless an Event of Default has occurred and is continuing under the Indenture or the Indenture is otherwise terminated, no transfer of the Grantor Trust Certificate shall be made. The foregoing provision shall not apply to or in any way limit: (i) the transfer of the Grantor Trust Certificate to the Owner Trustee pursuant to the Owner Trust Agreement, (ii) the transferability of the Notes, the Owner Trust Certificate or any other securities secured thereby or representing interests therein, or (iii) the rights of the Holder of the Grantor Trust Certificate to terminate the Grantor Trust and take delivery of the Home Loans in accordance with Section 7.02, or any actions that may be taken thereafter with respect to the Home Loans. (d) No transfer, sale, pledge or other disposition of the Grantor Trust Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Except as otherwise provided in this Section 5.02(d), in the event that a transfer of the Grantor Trust Certificate is to be made without registration under the 1933 Act either (i)(A) the Grantor Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer; provided that such Opinion of Counsel will not be required in connection with the initial transfers of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer and (B) the Grantor Trustee shall require the transferee to execute a representation letter, and the Grantor Trustee shall require the transferor to execute a representation letter, each acceptable to and in form and substance satisfactory to the Depositor and the Grantor Trustee certifying to the Depositor and the Grantor Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer; provided, however, that such representation letters will not be required in connection with initial transfers of any such Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer, and the Grantor Trustee shall be entitled to conclusively rely upon a written representation from the Depositor of the status, of such transferee as an Affiliate of the Depositor or (ii) the prospective transferee of such a Grantor Trust Certificate shall be required to provide the Grantor Trustee, the Depositor and the Master Servicer with an investment letter in form and substance satisfactory to the Depositor and the Grantor Trustee, which investment letter shall not be an expense of the Grantor Trustee, the Depositor, or the Master Servicer, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of the Grantor Trust Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Grantor Trustee, the Depositor, the Master Servicer and the Grantor Trust Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and this Grantor Trust Agreement. (e) In the case of any Grantor Trust Certificate presented for registration in the name of any Person, either (i) the Grantor Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee, the Depositor and the Master Servicer to the effect that the purchase or holding of such Grantor Trust Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Grantor Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Grantor Trust Agreement, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer or (ii) the prospective transferee shall be required to provide the Grantor Trustee, the Depositor and the Master Servicer with a certification, which the Grantor Trustee may rely upon without further inquiry or investigation, or such other certifications as the Grantor Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition; provided, however, that such Opinion of Counsel or certification will not be required in connection with the initial transfers of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer (in which case, the Depositor or any Affiliate thereof or the Issuer shall have deemed to have represented that such Affiliate or the Issuer is not a Plan or a Person investing "plan assets" of any Plan) and the Grantor Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Grantor Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. (f) No service charge shall be made for any transfer or exchange of the Grantor Trust Certificate, but the Grantor Trustee 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 Grantor Trust Certificate. (g) The Grantor Trust Certificate surrendered for transfer and exchange shall be destroyed by the Grantor Trust Certificate Registrar.

Registration of Transfer and Exchange of Grantor Trust Certificate. (a) The Grantor Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Grantor Trustee in accordance with the provisions of Section 6.11 a Grantor Trust Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Grantor Trustee shall provide for the registration of the Grantor Trust Certificate and of transfers and exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trustee is initially appointed Grantor Trust Certificate Registrar for the purpose of registering the Grantor Trust Certificate and transfers and exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trust Certificate Registrar, or the Grantor Trustee, shall notify the Master Servicer promptly of any transfer of the Grantor Trust Certificate and the name of any such transferee of the Grantor Trust Certificateholder. (b) Upon surrender for registration of transfer of the Grantor Trust Certificate at any office or agency of the Grantor Trustee maintained for such purpose pursuant to Section 6.11 and upon satisfaction of the conditions set forth below, the Grantor Trustee shall execute and the Grantor Trust Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Grantor Trust Certificate representing a 100% Certificate Percentage Interest. (c) Notwithstanding any other provision hereof, unless an Event of Default has occurred and is continuing the under the Indenture Grantor Trust Agreement or the Indenture is otherwise terminated, no transfer of the Grantor Trust Certificate shall be made. The foregoing provision shall not apply to or in any way limit: (i) the transfer of the Grantor Trust Certificate to the Owner Trustee pursuant to the Owner Trust Agreement, (ii) the transfer of the Grantor Trust Certificate to the Grantor Trustee pursuant to the Grantor Trust Agreement, or the registration of the Grantor Trust Certificate in the name of the Grantor Trustee, (iii) the transfer of the B-2 Component to the Class B-2 Trustee pursuant to the Class B-2 Grantor Trust Agreement, (iv) the transferability of the Notes, the Owner Trust Certificate or Certificates and B-2 Component, and any other securities secured thereby or representing interests therein, or (iiiiv) the rights of the Holder of the Grantor Trust Certificate to terminate the Grantor Trust and take delivery of the Home Loans in accordance with Section 7.02, or any actions that may be taken thereafter with respect to the Home Loans. (d) No transfer, sale, pledge or other disposition of the Grantor Trust Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 said Act and laws. Except as otherwise provided in this Section 5.02(d), in the event that a transfer of the Grantor Trust Certificate is to be made without registration under the 1933 Act either (i)(A) the Grantor Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer; provided that such Opinion of Counsel will not be required in connection with the initial transfers of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Grantor Trustee as pledgee of the Issuer and (B) the Grantor Trustee shall require the transferee to execute a representation letter, and the Grantor Trustee shall require the transferor to execute a representation letter, each acceptable to and in form and substance satisfactory to the Depositor and the Grantor Trustee certifying to the Depositor and the Grantor Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer; provided, however, that such representation letters will not be required in connection with initial transfers any transfer of any such Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the IssuerDepositor, and the Grantor Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Grantor Trustee, shall be written representation representation) from the Depositor of the status, of such transferee as an Affiliate of the Depositor or (ii) the prospective transferee of such a Grantor Trust Certificate shall be required to provide the Grantor Trustee, the Depositor and the Master Servicer with an investment letter in form and substance satisfactory to the Depositor and the Grantor Trustee, which investment letter shall not be an expense of the Grantor Trustee, the Depositor, or the Master Servicer, and which investment letter states that, among other things, such transferee (A) ) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of the Grantor Trust Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Grantor Trustee, the Depositor, the Master Servicer and the Grantor Trust Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and this Grantor Trust Agreement. (e) In the case of any Grantor Trust Certificate presented for registration in the name of any Person, either (i) the Grantor Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee, the Depositor and the Master Servicer to the effect that the purchase or holding of such Grantor Trust Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Grantor Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Grantor Trust Agreement, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer or (ii) the prospective transferee shall be required to provide the Grantor Trustee, the Depositor and the Master Servicer with a certification, which the Grantor Trustee may rely upon without further inquiry or investigation, or such other certifications as the Grantor Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee Grantor Trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition; provided, however, that such Opinion of Counsel or certification will not be required in connection with the initial transfers of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Grantor Trustee as pledgee of the Issuer (in which case, the Depositor or any Affiliate thereof or the Issuer or the Grantor Trustee shall have deemed to have represented that such Affiliate or the Issuer or the Grantor Trustee is not a Plan or a Person investing "plan assets" of any Plan) and the Grantor Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Grantor Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. (f) No service charge shall be made for any transfer or exchange of the Grantor Trust Certificate, but the Grantor Trustee 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 Grantor Trust Certificate. (g) The Grantor Trust Certificate surrendered for transfer and exchange shall be destroyed by the Grantor Trust Certificate Registrar.

Registration of Transfer and Exchange of Grantor Trust Certificate. (a) The Grantor Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Grantor Trustee in accordance with the provisions of Section 6.11 a Grantor Trust Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Grantor Trustee shall provide for the registration of the Grantor Trust Certificate and of transfers and exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trustee is initially appointed Grantor Trust Certificate Registrar for the purpose of registering the Grantor Trust Certificate and transfers and exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trust Certificate Registrar, or the Grantor Trustee, shall notify the Master Servicer promptly of any transfer of the Grantor Trust Certificate and the name of any such transferee of the Grantor Trust Certificateholder. (b) Upon surrender for registration of transfer of the Grantor Trust Certificate at any office or agency of the Grantor Trustee maintained for such purpose pursuant to Section 6.11 and upon satisfaction of the conditions set forth below, the Grantor Trustee shall execute and the Grantor Trust Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Grantor Trust Certificate representing a 100% Certificate Cetificate Percentage Interest. (c) Notwithstanding any other provision hereof, unless an Event of Default has occurred and is continuing the under the Indenture Grantor Trust Agreement or the Indenture is otherwise terminated, no transfer of the Grantor Trust Certificate shall be made. The foregoing provision shall not apply to or in any way limit: (i) the transfer of the Grantor Trust Certificate to the Owner Trustee pursuant to the Owner Trust Agreement, (ii) the transferability of the Notes, the Owner Trust Certificate or Certificates and B Component, and any other securities secured thereby or representing interests therein, or (iii) the rights of the Holder of the Grantor Trust Certificate to terminate the Grantor Trust and take delivery of the Home Loans in accordance with Section 7.02, or any actions that may be taken thereafter with respect to the Home Loans. (d) No transfer, sale, pledge or other disposition of the Grantor Trust Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 said Act and laws. Except as otherwise provided in this Section 5.02(d), in the event that a transfer of the Grantor Trust Certificate is to be made without registration under the 1933 Act either (i)(A) the Grantor Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer; provided that such Opinion of Counsel will not be required in connection with the initial transfers of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer and (B) the Grantor Trustee shall require the transferee to execute a representation letter, and the Grantor Trustee shall require the transferor to execute a representation letter, each acceptable to and in form and substance satisfactory to the Depositor and the Grantor Trustee certifying to the Depositor and the Grantor Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer; provided, however, that such representation letters will not be required in connection with initial transfers any transfer of any such Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the IssuerDepositor, and the Grantor Trustee shall be entitled to conclusively rely upon a written representation from the Depositor of the status, of such transferee as an Affiliate of the Depositor or (ii) the prospective transferee of such a Grantor Trust Certificate shall be required to provide the Grantor Trustee, the Depositor and the Master Servicer with an investment letter in form and substance satisfactory to the Depositor and the Grantor Trustee, which investment letter shall not be an expense of the Grantor Trustee, the Depositor, or the Master Servicer, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of the Grantor Trust Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Grantor Trustee, the Depositor, the Master Servicer and the Grantor Trust Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and this Grantor Trust Agreement. (e) In the case of any Grantor Trust Certificate presented for registration in the name of any Person, either (i) the Grantor Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee, the Depositor and the Master Servicer to the effect that the purchase or holding of such Grantor Trust Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Grantor Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Grantor Trust Agreement, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer or (ii) the prospective transferee shall be required to provide the Grantor Trustee, the Depositor and the Master Servicer with a certification, which the Grantor Trustee may rely upon without further inquiry or investigation, or such other certifications as the Grantor Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition; provided, however, that such Opinion of Counsel or certification will not be required in connection with the initial transfers of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer (in which case, the Depositor or any Affiliate thereof or the Issuer shall have deemed to have represented that such Affiliate or the Issuer is not a Plan or a Person investing "plan assets" of any Plan) and the Grantor Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Grantor Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. (f) No service charge shall be made for any transfer or exchange of the Grantor Trust Certificate, but the Grantor Trustee 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 Grantor Trust Certificate. (g) The Grantor Trust Certificate surrendered for transfer and exchange shall be destroyed by the Grantor Trust Certificate Registrar.

Registration of Transfer and Exchange of Grantor Trust Certificate. (a) The Grantor Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Grantor Trustee in accordance with the provisions of Section 6.11 a Grantor Trust Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Grantor Trustee shall provide for the registration of the Grantor Trust Certificate and of transfers and exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trustee is initially appointed Grantor Trust Certificate Registrar for the purpose of registering the Grantor Trust Certificate and transfers and exchanges of the Grantor Trust Certificate as herein provided. The Grantor Trust Certificate Registrar, or the Grantor Trustee, shall notify the Master Servicer promptly of any transfer of the Grantor Trust Certificate and the name of any such transferee of the Grantor Trust Certificateholder. (b) Upon surrender for registration of transfer of the Grantor Trust Certificate at any office or agency of the Grantor Trustee maintained for such purpose pursuant to Section 6.11 and upon satisfaction of the conditions set forth below, the Grantor Trustee shall execute and the Grantor Trust Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Grantor Trust Certificate representing a 100% Certificate Percentage Interest. (c) Notwithstanding any other provision hereof, unless an Event of Default has occurred and is continuing under the Indenture or the Indenture is otherwise terminated, no transfer of the Grantor Trust Certificate shall be made. The foregoing provision shall not apply to or in any way limit: (i) the transfer of the Grantor Trust Certificate to the Owner Trustee pursuant to the Owner Trust Agreement, (ii) the transferability of the Notes, the Owner Trust Certificate or any other securities secured thereby or representing interests therein, or (iii) the rights of the Holder of the Grantor Trust Certificate to terminate the Grantor Trust and take delivery of the Home Loans in accordance with Section 7.02, or any actions that may be taken thereafter with respect to the Home Loans. (d) No transfer, sale, pledge or other disposition of the Grantor Trust Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Except as otherwise provided in this Section 5.02(d), in the event that a transfer of the Grantor Trust Certificate is to be made without registration under the 1933 Act either (i)(A) the Grantor Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer; provided that such Opinion of Counsel will not be required in connection with the initial transfers of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer and (B) the Grantor Trustee shall require the transferee to execute a representation letter, and the Grantor Trustee shall require the transferor to execute a representation letter, each acceptable to and in form and substance satisfactory to the Depositor and the Grantor Trustee certifying to the Depositor and the Grantor Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer; provided, however, that such representation letters will not be required in connection with initial transfers of any such Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer, and the Grantor Trustee shall be entitled to conclusively rely upon a written representation from the Depositor of the status, of such transferee as an Affiliate of the Depositor or (ii) the prospective transferee of such a Grantor Trust Certificate shall be required to provide the Grantor Trustee, the Depositor and the Master Servicer with an investment letter in form and substance satisfactory to the Depositor and the Grantor Trustee, which investment letter shall not be an expense of the Grantor Trustee, the Depositor, or the Master Servicer, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of the Grantor Trust Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Grantor Trustee, the Depositor, the Master Servicer and the Grantor Trust Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and this Grantor Trust Agreement. (e) In the case of any Grantor Trust Certificate presented for registration in the name of any Person, either (i) the Grantor Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee, the Depositor and the Master Servicer to the effect that the purchase or holding of such Grantor Trust Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Grantor Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Grantor Trust Agreement, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Master Servicer or (ii) the prospective transferee shall be required to provide the Grantor Trustee, the Depositor and the Master Servicer with a certification, which the Grantor Trustee may rely upon without further inquiry or investigation, or such other certifications as the Grantor Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel or certification will not be required in connection with the initial transfers of the Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer (in which case, the Depositor or any Affiliate thereof or the Issuer shall have deemed to have represented that such Affiliate or the Issuer is not a Plan or a Person investing "plan assets" of any Plan) and the Grantor Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Grantor Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. (f) No service charge shall be made for any transfer or exchange of the Grantor Trust Certificate, but the Grantor Trustee 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 Grantor Trust Certificate. (g) The Grantor Trust Certificate surrendered for transfer and exchange shall be destroyed by the Grantor Trust Certificate Registrar.