Common use of Restrictions on Initial and Subsequent Transfers Clause in Contracts

Restrictions on Initial and Subsequent Transfers. (a) Except for a Transfer to the Trust generally, or any Series, as applicable, no Transfer of a Beneficial Interest shall be made unless each of the Transferor and Transferee certifies to the Trustee (i) the facts surrounding such Transfer and that such Transfer is made in compliance with all applicable state and federal securities laws, and (ii) that such Transferee is Accredited Investor, which certification shall be made in writing and at the sole expense of the Transferor and the Transferee. Notwithstanding anything to the contrary herein or in any other Transaction Document, the number of the Beneficial Owners shall never exceed ninety (90). Any Transfer of a Beneficial Interest that would cause the total number of such Beneficial Owners to exceed ninety (90) shall be null and void. The Trustee may conclusively rely on the representations of the Transferor and Transferee, delivered to the Trustee pursuant to the terms of this Section 3.4(a) regarding the number of Beneficial Owners as a result of the Transferee's acquisition of a Beneficial Interest and none of any Beneficial Owner (other than the Transferor or Transferee, as the case may be), the Trustee or the Trust generally, or any Series, as applicable, shall be liable to any Beneficial Owner or any other Person in the event that such representation is incorrect. In addition to the letter, delivered to the Trustee pursuant to this Section 3.4(a), the Transferor and the Transferee shall each execute and deliver to the Trustee an instrument of assignment evidencing the assignment to the Transferee. (b) Except for a Transfer to the Trust generally, or any Series, as applicable, no Transfer of a Beneficial Interest shall be made to any Person unless each of the Transferor and Transferee also certifies to the Trustee in writing, the Series Registrar and each Beneficial Owner that the proposed Transferee and each Person owning any beneficial interest in the Beneficial Interest through such proposed Transferee (i) is a U.S. Person, unless the non-U.S. Person delivers to the Trustee an IRS Form W-8 certifying such Person's foreign status and (ii) is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is subject to Title I of ERISA, (B) a plan described in Section 4975(e)(l) of the Code or (C) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulations§ 2510.3-101). (c) Transfers made in violation of this Section 3.4 or Section 8.1(a)(ix) shall be null and void. (d) Notwithstanding any other provision herein or elsewhere, other than to determine that any certification delivered to the Trustee or Series Registrar pursuant to this Section 3.4 substantially complies with the requirements set forth in this Section 3.4 and that the written consent required under Section 8.1(a)(ix) has been delivered, neither the Trustee nor the Series Registrar shall have any obligation to determine whether or not any Transfer or exchange or proposed or purported Transfer of a Beneficial Interest complies with applicable law or is permitted under or in accordance with this Agreement, and neither the Trustee nor the Series Registrar shall have any personal liability to any Person in connection with any Transfer or exchange or proposed or purported Transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Agreement.

Restrictions on Initial and Subsequent Transfers. (a) Except for a Transfer to the Trust generally, or any Series, as applicable, no Transfer of a Beneficial Interest shall be made unless each of the Transferor and Transferee certifies to the Trustee (i) the facts surrounding such Transfer and that such Transfer is made in compliance with all applicable state and federal securities laws, and (ii) that such Transferee is Accredited Investor, which certification shall be made in writing and at the sole expense of the Transferor and the Transferee. Notwithstanding anything to the contrary herein or in any other Transaction Document, the number of the Beneficial Owners shall never exceed ninety (90). Any Transfer of a Beneficial Interest that would cause the total number of such Beneficial Owners to exceed ninety (90) shall be null and void. The Trustee may conclusively rely on the representations of the Transferor and Transferee, delivered to the Trustee pursuant to the terms of this Section 3.4(a) regarding the number of Beneficial Owners as a result of the Transferee's ’s acquisition of a Beneficial Interest and none of any Beneficial Owner (other than the Transferor or Transferee, as the case may be), the Trustee or the Trust generally, or any Series, as applicable, shall be liable to any Beneficial Owner or any other Person in the event that such representation is incorrect. In addition to the letter, delivered to the Trustee pursuant to this Section 3.4(a), the Transferor and the Transferee shall each execute and deliver to the Trustee an instrument of assignment evidencing the assignment to the Transferee. (b) Except for a Transfer to the Trust generally, or any Series, as applicable, no Transfer of a Beneficial Interest shall be made to any Person unless each of the Transferor and Transferee also certifies to the Trustee in writing, the Series Registrar and each Beneficial Owner that the proposed Transferee and each Person owning any beneficial interest in the Beneficial Interest through such proposed Transferee (i) is a U.S. Person, unless the non-U.S. Person delivers to the Trustee an IRS Form W-8 certifying such Person's ’s foreign status and (ii) is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is subject to Title I of ERISA, (B) a plan described in Section 4975(e)(l4975(e)(1) of the Code or (C) an entity whose underlying assets include plan assets by reason of a plan's ’s investment in the entity (within the meaning of Department of Labor Regulations§ Regulations § 2510.3-101). (c) Transfers made in violation of this Section 3.4 or Section 8.1(a)(ix) shall be null and void. (d) Notwithstanding any other provision herein or elsewhere, other than to determine that any certification delivered to the Trustee or Series Registrar pursuant to this Section 3.4 substantially complies with the requirements set forth in this Section 3.4 and that the written consent required under Section 8.1(a)(ix) has been delivered, neither the Trustee nor the Series Registrar shall have any obligation to determine whether or not any Transfer or exchange or proposed or purported Transfer of a Beneficial Interest complies with applicable law or is permitted under or in accordance with this Agreement, and neither the Trustee nor the Series Registrar shall have any personal liability to any Person in connection with any Transfer or exchange or proposed or purported Transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Agreement.

Restrictions on Initial and Subsequent Transfers. (a) Except for a Transfer to the Trust generally, or any Series, as applicableOwner Trustee on behalf of the Trust, no initial issue or subsequent Transfer of a Beneficial Interest Certificate shall be made unless each of the Transferor Transferee has executed and Transferee certifies delivered to the Owner Trustee (i) an Investment Letter certifying to the Owner Trustee the facts surrounding such Transfer and that such Transfer is made in compliance with all applicable state and federal securities laws, and (ii) that such Transferee is Accredited InvestorTransfer, which certification Investment Letter shall not be an expense of the Owner Trustee. No Transfer shall be made to any Person that has not certified in writing and at an Investment Letter that such Person is an Accredited Investor. Upon receipt of such Investment Letter, the sole expense of the Transferor and the Transferee. Notwithstanding anything to the contrary herein or in any other Transaction Document, Owner Trustee shall determine the number of beneficial owners of Certificates after giving effect to such Transfer and all other Transfers with respect to which the Beneficial Owners shall never exceed ninety (90)Owner Trustee has been notified by the Certificate Distributor. Any No Transfer of a Beneficial Interest that would cause the total number of such Beneficial Owners to exceed ninety (90) Certificate shall be null and voidmade if, after giving effect to such Transfer, there would be more than forty‑five (45) persons holding securities of the Trust or otherwise require registration of the Trust under the Investment Company Act. The Certificate Holder desiring to effect such Transfer shall indemnify the Owner Trustee against any liability that may conclusively rely on result if the representations of the Transferor Transfer is not so exempt or is not made in accordance with such federal and Transferee, delivered to the Trustee pursuant to the terms of this Section 3.4(a) regarding the number of Beneficial Owners as a result of the Transferee's acquisition of a Beneficial Interest and none of any Beneficial Owner (other than the Transferor or Transferee, as the case may be), the Trustee or the Trust generally, or any Series, as applicable, shall be liable to any Beneficial Owner or any other Person in the event that such representation is incorrectstate laws. In addition to the letter, delivered to the Trustee pursuant to this Section 3.4(a)Investment Letter, the Transferor and the Transferee Certificate Holder shall each execute and deliver an Assignment substantially in the form of Exhibit D hereto (the AAssignment@). The Owner Trustee shall be entitled to rely upon the Trustee an instrument of assignment evidencing information contained in any Investment Letter and Assignment duly completed and delivered to it absent actual knowledge that any such information is incorrect or such information provided to it by the assignment Certificate Distributor as referred to the Transfereeabove. (b) Except for a Transfer to the Trust generally, No initial issue or any Series, as applicable, no subsequent Transfer of a Beneficial Interest Certificate shall be made to any Person unless each of the Transferor and proposed Transferee also certifies in the Investment Letter, to be delivered pursuant to Section 3.08(a) above, to the Trustee in writing, the Series Registrar and each Beneficial Owner effect that the proposed Transferee and each Person owning any beneficial interest in the Beneficial Interest Certificate through such proposed Transferee (i) is (A) a U.S. Person, unless the non-U.S. Person delivers to the Trustee and (B) not an IRS Form W-8 certifying such Person's foreign status Enron Competitor; and (ii) is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is subject to Title I of ERISA, (B) a plan described in Section 4975(e)(l4975(e)(1) of the Code Code, or (C) an entity whose underlying assets include plan assets by reason of a plan's =s investment in the entity (within the meaning of Department of Labor Regulations§ 2510.3-101Regulations ' 2510.3‑101). (c) Transfers made in violation of this Section 3.4 or Section 8.1(a)(ix) 3.08 shall be null and void. (d) Notwithstanding any other provision herein or elsewhere, other than to determine that any certification delivered to the Trustee or Series Registrar pursuant to this Section 3.4 substantially complies with the requirements set forth in this Section 3.4 and that the written consent required under Section 8.1(a)(ix) has been delivered, neither the Trustee nor the Series Registrar shall have any obligation to determine whether or not any Transfer or exchange or proposed or purported Transfer of a Beneficial Interest complies with applicable law or is permitted under or in accordance with this Agreement, and neither the Trustee nor the Series Registrar shall have any personal liability to any Person in connection with any Transfer or exchange or proposed or purported Transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Agreement.

Restrictions on Initial and Subsequent Transfers. (a) Except for a Transfer to the Trust generally, or any Series, as applicableOwner Trustee on behalf of the Trust, no initial issue or subsequent Transfer of a Beneficial Interest Certificate shall be made unless each of the Transferor Transferee has executed and Transferee certifies delivered to the Owner Trustee (i) an Investment Letter certifying to the Owner Trustee the facts surrounding such Transfer and that such Transfer is made in compliance with all applicable state and federal securities laws, and (ii) that such Transferee is Accredited InvestorTransfer, which certification Investment Letter shall not be an expense of the Owner Trustee. No Transfer shall be made to any Person that has not certified in writing and at an Investment Letter that such Person is an Accredited Investor. Upon receipt of such Investment Letter, the sole expense of the Transferor and the Transferee. Notwithstanding anything to the contrary herein or in any other Transaction Document, Owner Trustee shall determine the number of beneficial owners of Beneficial Interest Certificates after giving effect to such Transfer and all other Transfers with respect to which the Beneficial Owners shall never exceed ninety (90)Owner Trustee has been notified by the Certificate Distributor. Any No Transfer of a Beneficial Interest that would cause the total number of such Beneficial Owners to exceed ninety (90) Certificate shall be null and void. The Trustee may conclusively rely on the representations made if, after giving effect to such Transfer, there would be more than forty‑five (45) persons holding securities of the Transferor and Transferee, delivered to the Trustee pursuant to the terms of this Section 3.4(a) regarding the number of Beneficial Owners as a result of the Transferee's acquisition of a Beneficial Interest and none of any Beneficial Owner (other than the Transferor or Transferee, as the case may be), the Trustee Trust or the Trust generallyotherwise would be required to file for registration under the Investment Company Act. The Beneficial Owner desiring to effect such Transfer shall indemnify the Owner Trustee and the Trust against any liability that may result if the Transfer, or the Trust following such Transfer, is not exempt from registration under federal or state securities laws, or such Transfer results in a violation of any Series, as applicable, shall be liable to any Beneficial Owner federal or any other Person in the event that such representation is incorrectstate securities laws. In addition to the letter, delivered to the Trustee pursuant to this Section 3.4(a)Investment Letter, the Transferor and the Transferee Beneficial Owner shall each execute and deliver an Assignment substantially in the form of Exhibit D hereto (the AAssignment@). The Owner Trustee shall be entitled to rely upon the Trustee an instrument of assignment evidencing information contained in any Investment Letter and Assignment duly completed and delivered to it absent actual knowledge that any such information is incorrect or such information provided to it by the assignment Certificate Distributor as referred to the Transfereeabove. (b) Except for a Transfer to the Trust generally, No initial issue or any Series, as applicable, no subsequent Transfer of a Beneficial Interest Certificate shall be made to any Person unless each of the Transferor and proposed Transferee also certifies in the Investment Letter, to be delivered pursuant to Section 3.06(a) above, to the Trustee in writing, the Series Registrar and each Beneficial Owner effect that the proposed Transferee and each Person owning any beneficial interest in the Beneficial Interest Certificate through such proposed Transferee (i) is (A) a U.S. Person, unless the non-U.S. Person delivers to the Trustee and (B) not an IRS Form W-8 certifying such Person's foreign status Enron Competitor; and (ii) is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is subject to Title I of ERISA, (B) a plan described in Section 4975(e)(l4975(e)(1) of the Code Code, or (C) an entity whose underlying assets include plan assets by reason of a plan's =s investment in the entity (within the meaning of Department of Labor Regulations§ 2510.3-101Regulations ' 2510.3‑101). (c) Transfers made in violation of this Section 3.4 or Section 8.1(a)(ix) 3.06 shall be null and void. (d) Notwithstanding any other provision herein or elsewhere, other than to determine that any certification delivered to the Trustee or Series Registrar pursuant to this Section 3.4 substantially complies with the requirements set forth in this Section 3.4 and that the written consent required under Section 8.1(a)(ix) has been delivered, neither the Trustee nor the Series Registrar shall have any obligation to determine whether or not any Transfer or exchange or proposed or purported Transfer of a Beneficial Interest complies with applicable law or is permitted under or in accordance with this Agreement, and neither the Trustee nor the Series Registrar shall have any personal liability to any Person in connection with any Transfer or exchange or proposed or purported Transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Agreement.

Restrictions on Initial and Subsequent Transfers. (a) Except for a Transfer to the Trust generally, or any Series, as applicable, no Transfer of a Beneficial Interest shall be made unless each of the Transferor and Transferee certifies to the Trustee (i) the facts surrounding such Transfer and that such Transfer is made in compliance with all applicable state and federal securities laws, and (ii) that such Transferee is Accredited Investor, which certification shall be made in writing and at the sole expense of the Transferor and the Transferee. Notwithstanding anything to the contrary herein or in any other Transaction Document, the number of the Beneficial Owners shall never exceed ninety (90). Any Transfer of a Beneficial Interest that would cause the total number of such Beneficial Owners to exceed ninety (90) shall be null and void. The Trustee may conclusively rely on the representations of the Transferor and Transferee, delivered to the Trustee pursuant to the terms of this Section 3.4(a) regarding the number of Beneficial Owners as a result of the Transferee's acquisition of a Beneficial Interest and none of any Beneficial Owner (other than the Transferor or Transferee, as the case may be), the Trustee or the Trust generally, or any Series, as applicable, shall be liable to any Beneficial Owner or any other Person in the event that such representation is incorrect. In addition to the letter, delivered to the Trustee pursuant to this Section 3.4(a), the Transferor and the Transferee shall each execute and deliver to the Trustee an instrument of assignment evidencing the assignment to the Transferee. (b) Except for a Transfer to the Trust generally, or any Series, as applicable, no Transfer of a Beneficial Interest shall be made to any Person unless each of the Transferor and Transferee also certifies to the Trustee in writing, the Series Registrar and each Beneficial Owner that the proposed Transferee and each Person owning any beneficial interest in the Beneficial Interest through such proposed Transferee (i) is a U.S. Person, unless the non-U.S. Person delivers to the Trustee an IRS Form Foim W-8 certifying such Person's foreign status and (ii) is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is subject to Title I of ERISA, (B) a plan described in Section 4975(e)(l4975(e)(1) of the Code or (C) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulations§ Regulations § 2510.3-101). (c) Transfers made in violation of this Section 3.4 or Section 8.1(a)(ix) shall be null and void. (d) Notwithstanding any other provision herein or elsewhere, other than to determine that any certification delivered to the Trustee or Series Registrar pursuant to this Section 3.4 substantially complies with the requirements set forth in this Section 3.4 and that the written consent required under Section 8.1(a)(ix) has been delivered, neither the Trustee nor the Series Registrar shall have any obligation to determine whether or not any Transfer or exchange or proposed or purported Transfer of a Beneficial Interest complies with applicable law or is permitted under or in accordance with this Agreement, and neither the Trustee nor the Series Registrar shall have any personal liability to any Person in connection with any Transfer or exchange or proposed or purported Transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Agreement.

Restrictions on Initial and Subsequent Transfers. (a) Except for a Transfer to the Trust generally, or any Series, as applicableOwner Trustee on behalf of the Trust, no initial issue or subsequent Transfer of a Beneficial Interest Certificate shall be made unless each of the Transferor Transferee has executed and Transferee certifies delivered to the Owner Trustee (i) an Investment Letter certifying to the Owner Trustee the facts surrounding such Transfer and that such Transfer is made in compliance with all applicable state and federal securities laws, and (ii) that such Transferee is Accredited InvestorTransfer, which certification Investment Letter shall not be an expense of the Owner Trustee. No Transfer shall be made to any Person that has not certified in writing and at an Investment Letter that such Person is an Accredited Investor. Upon receipt of such Investment Letter, the sole expense of the Transferor and the Transferee. Notwithstanding anything to the contrary herein or in any other Transaction Document, Owner Trustee shall determine the number of beneficial owners of Certificates after giving effect to such Transfer and all other Transfers with respect to which the Beneficial Owners shall never exceed ninety (90)Owner Trustee has been notified by the Certificate Distributor. Any No Transfer of a Beneficial Interest that would cause the total number of such Beneficial Owners to exceed ninety (90) Certificate shall be null and voidmade if, after giving effect to such Transfer, there would be more than forty‑five (45) persons holding securities of the Trust or otherwise require registration of the Trust under the Investment Company Act. The Certificate Holder desiring to effect such Transfer shall indemnify the Owner Trustee against any liability that may conclusively rely on result if the representations of the Transferor Transfer is not so exempt or is not made in accordance with such federal and Transferee, delivered to the Trustee pursuant to the terms of this Section 3.4(a) regarding the number of Beneficial Owners as a result of the Transferee's acquisition of a Beneficial Interest and none of any Beneficial Owner (other than the Transferor or Transferee, as the case may be), the Trustee or the Trust generally, or any Series, as applicable, shall be liable to any Beneficial Owner or any other Person in the event that such representation is incorrectstate laws. In addition to the letter, delivered to the Trustee pursuant to this Section 3.4(a)Investment Letter, the Transferor and the Transferee Certificate Holder shall each execute and deliver an Assignment substantially in the form of Exhibit D C hereto (the AAssignment@). The Owner Trustee shall be entitled to rely upon the Trustee an instrument of assignment evidencing information contained in any Investment Letter and Assignment duly completed and delivered to it absent actual knowledge that any such information is incorrect or such information provided to it by the assignment Certificate Distributor as referred to the Transfereeabove. (b) Except for a Transfer to the Trust generally, No initial issue or any Series, as applicable, no subsequent Transfer of a Beneficial Interest Certificate shall be made to any Person unless each of the Transferor and proposed Transferee also certifies in the Investment Letter, to be delivered pursuant to Section 3.05(a) above, to the Trustee in writing, the Series Registrar and each Beneficial Owner effect that the proposed Transferee and each Person owning any beneficial interest in the Beneficial Interest Certificate through such proposed Transferee (i) is (A) a U.S. Person, unless the non-U.S. Person delivers to the Trustee and (B) not an IRS Form W-8 certifying such Person's foreign status Enron Competitor; and (ii) is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is subject to Title I of ERISA, (B) a plan described in Section 4975(e)(l4975(e)(1) of the Code Code, or (C) an entity whose underlying assets include plan assets by reason of a plan's =s investment in the entity (within the meaning of Department of Labor Regulations§ 2510.3-101Regulations ' 2510.3‑101). (c) Transfers made in violation of this Section 3.4 or Section 8.1(a)(ix) shall be null and void. (d) Notwithstanding any other provision herein or elsewhere, other than to determine that any certification delivered to the Trustee or Series Registrar pursuant to this Section 3.4 substantially complies with the requirements set forth in this Section 3.4 and that the written consent required under Section 8.1(a)(ix) has been delivered, neither the Trustee nor the Series Registrar shall have any obligation to determine whether or not any Transfer or exchange or proposed or purported Transfer of a Beneficial Interest complies with applicable law or is permitted under or in accordance with this Agreement, and neither the Trustee nor the Series Registrar shall have any personal liability to any Person in connection with any Transfer or exchange or proposed or purported Transfer or exchange (and/or registration thereof) that is not permitted under or in accordance with this Agreement.ARTICLE IV. THE REIMBURSEMENT AND DISCLOSURE AGENT