Common use of Restrictions on Transfer of Bonds Clause in Contracts

Restrictions on Transfer of Bonds. (a) No transfer, sale, pledge or other disposition of any Non-Registered Bond or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Bond is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Issuer or one of its Affiliates), then the Bond Registrar shall refuse to register such transfer unless it receives (and upon receipt, it may conclusively rely upon) either: (i) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1A hereto; or (ii) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1B hereto and a certificate from such Bondholder's prospective Transferee substantially in the form attached either as Exhibit D-2A hereto or as Exhibit D-2B hereto; or (iii) an Opinion of Counsel satisfactory to the Indenture Trustee to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Estate or of the Issuer, the General Administrator, the Owner Trustee, the Indenture Trustee or the Bond Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Bondholder desiring to effect such transfer and/or such Bondholder's prospective Transferee on which such Opinion of Counsel is based. None of the Issuer, the Depositor, the Indenture Trustee, the General Administrator, the Owner Trustee or the Bond Registrar is obligated to register or qualify any Class of Non-Registered Bonds under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Bond or interest therein without registration or qualification. Any Holder of a Non-Registered Bond desiring to effect a transfer of such Non-Registered Bond or interest therein shall, and does hereby agree to, indemnify, the Issuer, the General Administrator, the Owner Trustee, the Indenture Trustee and the Bond Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. As of the Closing Date, the [Class X-0, Xxxxx X-0, Class B, Class C and Class D Bonds] will constitute Registered Bonds and the [Class E and Class F Bonds] will constitute NonRegistered Bonds. (b) No transfer of any Bond or any interest therein shall be made to a Plan or to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, unless the prospective Transferee of such Bond or interest therein provides the Bond Registrar (in the case of a Definitive Bond) or the Transferor (in the case of a Book-Entry Bond) with (I) a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Indenture Trustee (in the case of a Definitive Bond) or the Transferor (in the case of a Book-Entry Bond) that the purchase and holding of such Bond or interest therein will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code [and, in the case of the Class ___ and Class ___ Bonds,] will not subject the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in this Indenture] or (II) [solely in the case of the Class ___, Class ___, Class ___, Class ___ and Class ___ Bonds,] a certification substantially to the effect that the purchase and holding of such Bond or interest therein by or on behalf of, or with assets of a Plan, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code and further to the effect of the statements in at least one of the following clauses (i) through [(vii)]: (i) the Transferee is an insurance company and (A) the source of funds used to purchase such Bond is an "insurance company general account" (as such term is defined in PTCE 95-60), (B) the conditions set forth in PTCE 95-60 have been satisfied and (C) there is no Plan with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee organization, exceeds 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such Bonds; (ii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an insurance company general account, (B) the requirements of Section 401(c) of ERISA and the DOL Regulations to be promulgated thereunder have been satisfied and will continue to be satisfied and (C) the insurance company represents that it understands that the operation of the general account after December 31, 1998 may affect its ability to continue to hold such Bonds after the date which is 18 months after the 401(c) Regulations become final and that unless a Class Exemption or an exception under Section 401(c) of ERISA is then available for the continued holding of such Bonds, it will dispose of such Bonds prior to the date which is 18 months after the 401(c) Regulations become final; (iii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an "insurance company pooled separate account" (as such term is defined in PTCE 90-1), (B) the conditions set forth in PTCE 90-1 have been satisfied and (C) there is no Plan, together with all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 90-1) or by the same employee organization, with assets which exceed 10% of the total of all assets in such pooled separate account (as determined under PTCE 90-1) as of the date of the acquisition of such Bonds; (iv) the Transferee is a bank and (A) the source of funds used to purchase such Bonds is a "collective investment fund" (as defined in PTCE 91-38), (B) the conditions set forth in PTCE 91-38 have been satisfied and (C) there is no Plan, the interests of which, together with the interests of any other Plans maintained by the same employer or employee organization, in the collective investment fund exceed 10% of the total of all assets in the collective investment fund (as determined under PTCE 91-38) as of the date of acquisition of such Bonds; (v) the Transferee is a "qualified professional asset manager" described in PTCE 84-14 and the conditions set forth in PTCE 84-14 have been satisfied and will continue to be satisfied; or (vi) the Transferee is an "in-house asset manager" described in PTCE 96-23 and the conditions set forth in PTCE 96-23 have been satisfied and will continue to be satisfied [or (vii) [described required statements in connection with other applicable Class Exemptions, if any]]. Each Person who acquires any Bond or interest therein (unless it shall have delivered to the Bond Registrar a certification of facts and an Opinion of Counsel as described in clause (I) of the preceding paragraph or a certification as described in clause (II) of the preceding paragraph) shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code (and, in the case of the Class ___ and Class ___ Bonds, will not subject the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in the Indenture) and, further, the statements set forth in at least one of clauses (i) through [(vii)] of the preceding paragraph is correct. (c) If a Person is acquiring any Bond or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Bond Registrar (or, in the case of an interest in a Bond that constitutes a Book-Entry Bond, to the Bond Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required by the Indenture Trustee (or such Bond Owner) to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (a) and (b), as applicable, of this Section 12.

Restrictions on Transfer of Bonds. (a) No transfer, sale, pledge or other disposition of any Non-Registered Bond or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Bond which is a Definitive Bond is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Issuer or one of its Affiliates), then the Bond Registrar shall refuse to register such transfer unless it receives (and upon receipt, it may conclusively rely upon) either: ): (i) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1A C-1A hereto; or (ii) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1B C-1B hereto and a certificate from such Bondholder's prospective Transferee substantially in the form attached either as Exhibit D-2A hereto or as Exhibit D-2B C-2A hereto; or (iii) an Opinion of Counsel satisfactory to the Indenture Trustee to the effect that such transfer may be made without registration under the Securities Act (it being understood that the counsel rendering such Opinion of Counsel shall take into consideration, among other things, any posting by the Bondholder desiring to effect such transfer, any agent of such Bondholder or any affiliate of such Bondholder or such agent of information relating to the Bonds, the Trust Estate and the Issuer on the Bloomberg Financial Markets system, the Datapoint system or any similar system) (which Opinion of Counsel shall not be an expense of the Trust Estate or of the Issuer, the General AdministratorManager, the Owner Trustee, the Indenture Trustee or the Bond Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Bondholder desiring to effect such transfer and/or such Bondholder's prospective Transferee on which such Opinion of Counsel is based. If a transfer of any interest in a Non-Registered Bond which is a Book-Entry Bond is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Bonds or a transfer of any interest therein by the Issuer or one of its Affiliates), then the Bond Owner of such Book-Entry Bond desiring to effect such transfer must obtain from such Bond Owner's prospective transferee a certificate substantially in the form attached as Exhibit C-2B hereto. None of the Issuer, the Depositor, the Indenture Trustee, the General AdministratorManager, the Owner Trustee or the Bond Registrar is obligated to register or qualify any Class of Non-Registered Bonds under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Bond or interest therein without registration or qualification. Any Holder of a Non-Registered Bond desiring to effect a transfer of such Non-Registered Bond or interest therein shall, and does hereby agree to, indemnify, the Issuer, the General AdministratorManager, the Owner Trustee, the Company, the Indenture Trustee and the Bond Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. As of the Closing Date, the [Class A-1, Class A-2, Class B, Class C, Class D-1, Class D-2, Class E, Class F, Class G, Class H-1, Class H-2 and Class J Bonds will constitute Non-Registered Bonds. (b) Any beneficial owner of a Class X-0, Xxxxx X-0, Class BB or Class C Bond which is a Book-Entry Bond that desires to transfer its interest therein shall be required to obtain from its prospective transferee, and the Bond Registrar shall refuse to register the transfer of a Class X-0, Xxxxx X-0, Class B or Class C Bond which is a Definitive Bond unless it receives from the prospective transferee, a certification generally to the effect that either (A) such transferee is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a plan (as defined in Section 4975 of the Code) that is subject to Section 4975 of the Code, or (iii) an entity deemed for any purpose of ERISA or Section 4975 of the Code to hold assets of any such employee benefit plan or plan, including without limitation, as applicable, an insurance company general account (each of (i), (ii) and Class D Bonds] (iii), a "Plan"), and is not directly or indirectly purchasing such Bonds or interests therein being transferred to it, on behalf of, for the benefit of, or otherwise using assets of a Plan or (B) the purchase and holding of such Bonds or interests therein being transferred to it does not and will not constitute Registered Bonds or otherwise result in a non-exempt "prohibited transaction" under, and as defined in , Section 406 of ERISA or Section 4975 of the [Class E and Class F Bonds] will constitute NonRegistered Bonds. (b) Code, by reason of the application of one or more statutory or administrative exemptions. No transfer of any Class D-1, Class D-2, Class E, Class F, Class G, Class H-1, Class H-2 or Class J Bond or any interest therein shall be made to a Plan or to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, unless the prospective Transferee of such Bond or interest therein provides the Bond Registrar (in the case of a Definitive Bond) or the Transferor Bond Owner (in the case of a Book-Entry Bond) with (I) a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Indenture Trustee (in the case of a Definitive Bond) or the Transferor Bond Owner (in the case of a Book-Entry Bond) that the purchase and holding of such Bond or interest therein will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code [and, in the case of the Class ___ and Class ___ Bonds,] will not subject the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special ServicerManager, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in this Indenture] or (II) [solely in the case of the Class ___, Class ___, Class ___, Class ___ and Class ___ Bonds,] a certification substantially to the effect that the purchase and holding of such Bond or interest therein by or on behalf of, or with assets of a Plan, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code and further to the effect of the statements in at least one of the following clauses (i) through [(vii)]: (i) the Transferee is an insurance company and (A) the source of funds used to purchase such Bond is an "insurance company general account" (as such term is defined in PTCE 95-60), (B) the conditions set forth in PTCE 95-60 have been satisfied and (C) there is no Plan with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee organization, exceeds 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such Bonds; (ii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an insurance company general account, (B) the requirements of Section 401(c) of ERISA and the DOL Regulations to be promulgated thereunder have been satisfied and will continue to be satisfied and (C) the insurance company represents that it understands that the operation of the general account after December 31, 1998 may affect its ability to continue to hold such Bonds after the date which is 18 months after the 401(c) Regulations become final and that unless a Class Exemption or an exception under Section 401(c) of ERISA is then available for the continued holding of such Bonds, it will dispose of such Bonds prior to the date which is 18 months after the 401(c) Regulations become final; (iii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an "insurance company pooled separate account" (as such term is defined in PTCE 90-1), (B) the conditions set forth in PTCE 90-1 have been satisfied and (C) there is no Plan, together with all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 90-1) or by the same employee organization, with assets which exceed 10% of the total of all assets in such pooled separate account (as determined under PTCE 90-1) as of the date of the acquisition of such Bonds; (iv) the Transferee is a bank and (A) the source of funds used to purchase such Bonds is a "collective investment fund" (as defined in PTCE 91-38), (B) the conditions set forth in PTCE 91-38 have been satisfied and (C) there is no Plan, the interests of which, together with the interests of any other Plans maintained by the same employer or employee organization, in the collective investment fund exceed 10% of the total of all assets in the collective investment fund (as determined under PTCE 91-38) as of the date of acquisition of such Bonds; (v) the Transferee is a "qualified professional asset manager" described in PTCE 84-14 and the conditions set forth in PTCE 84-14 have been satisfied and will continue to be satisfied; or (vi) the Transferee is an "in-house asset manager" described in PTCE 96-23 and the conditions set forth in PTCE 96-23 have been satisfied and will continue to be satisfied [or (vii) [described required statements in connection with other applicable Class Exemptions, if any]]. Each Person who acquires any Class D-1, Class D-2, Class E, Class F, Class G, Class H-1, Class H-2 or Class J Bond or interest therein (unless it shall have delivered to the Bond Registrar a certification of facts and an Opinion of Counsel as described in clause (I) of the preceding paragraph or a certification as described in clause (II) of the preceding paragraph) shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special ServicerManager, the Company, the Bond Registrar or and the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code (and, in the case of the Class ___ and Class ___ Bonds, will not subject the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special ServicerManager, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in the Indenture) and, further, the statements set forth in at least one of clauses (i) through [(vii)] of the preceding paragraph is correct. (c) No transfer of any Class A-1, Class A-2, Class B or Class C Bond not purchased by the Initial Purchasers pursuant to the Purchase Agreement, any Class D-1, Class D-2, Class E, Class F, Class G, Class H-1, Class H-2 or Class J Bond, any Owner Trust Certificates or any interest in any of the foregoing shall be made by CRIIMI MAE or any subsidiary thereof unless, (i) in the case of any such Bonds, the Indenture Trustee shall have received an Opinion of Counsel to the effect that any such Bonds to be transferred would be characterized as indebtedness for federal income tax purposes upon the transfer thereof, or (ii) the Indenture Trustee shall have received an Opinion of Counsel to the effect that such transfer will not cause the Issuer to be subject to an entity-level federal income tax to which REITs and QRSs are not otherwise subject; provided that (x) the Bonds may be pledged by CRIIMI MAE or any subsidiary thereof to secure indebtedness of CRIIMI MAE or such subsidiary and may be the subject of repurchase agreements treated as secured indebtedness of CRIIMI MAE or a subsidiary thereof for federal income tax purposes and (y) no such Opinion of Counsel shall be required in connection with the sale of any such Bonds by the related lender upon a default under any such indebtedness. (d) If a Person is acquiring any Bond or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Bond Registrar (or, in the case of an interest in such a Bond that constitutes a Book-Entry Bond, to the Bond Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required by the Indenture Trustee (or such Bond Owner) to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (a) and (b), as applicable, of this Section 1214.

Restrictions on Transfer of Bonds. (a) No transfer, sale, pledge or other disposition of any Non-Registered Private Bond or interest therein therein, shall be made unless (i) that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities lawsLaws, or is otherwise made in accordance with the Securities Act and such state securities lawsLaws and (ii) for so long as any Offered Bond is Outstanding, either (A) such Private Bond is transferred, sold, pledged or otherwise disposed of together with all other Outstanding Private Bonds and the Ownership Certificate to a REIT or a QRS that has provided to the Bond Registrar a certificate to the effect that it is a REIT or a QRS, as applicable, or (B) the transfer, sale, pledge or other disposition of such Private Bond would not cause the Issuer to be treated as a separate association taxable as a corporation, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee. If a transfer of any Non-Registered Private Bond is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Issuer or one of its Affiliates), then the Bond Registrar shall refuse to register such transfer unless it receives (and upon receipt, it may conclusively rely upon) either: (i) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1A hereto; or (ii) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1B hereto and a certificate from such Bondholder's prospective Transferee substantially in the form attached of either as Exhibit D-2A hereto D-1 or as Exhibit D-2B D-2 hereto; as applicable, or (iiiii) an Opinion of Counsel satisfactory to the Indenture Trustee Issuer and the Bond Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Estate or of the Issuer, the General Administrator, the Owner Trustee, the Indenture Trustee or the Bond Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Bondholder desiring to effect such transfer and/or such Bondholder's prospective Transferee on which such Opinion of Counsel is based. None of the Issuer, the Depositor, the Indenture Trustee, the General Administrator, the Owner Trustee or the Bond Registrar is obligated to register or qualify any Class of Non-Registered Private Bonds under the Securities Act or any other securities law Law or to take any action not otherwise required under this Agreement Indenture to permit the transfer of any Non-Registered Private Bond or interest therein without registration or qualification. Any Holder of a Non-Registered Private Bond desiring to effect a transfer of such Non-Registered Private Bond or interest therein shall, and does hereby agree to, indemnify, the Issuer, the General Administrator, the Owner Trustee, the Indenture Trustee Trustee, the Fiscal Agent and the Bond Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsLaws. Notwithstanding anything in this Section 2.13 to the contrary, each Private Bond may be transferred in a Financing Transaction (as defined in the Holding Trust Agreement) pursuant to the provisions of Section 2.6 of the Holding Trust Agreement without having to satisfy the conditions for transfer set forth in this Section 2.13; provided, however, that the transfer of such Private Bond shall not be registered by the Bond Registrar in the Bond Register unless and until all the conditions required for transfer set forth in this Section 2.13 have been satisfied. As of the Closing Date, the [Class X-0, Xxxxx X-0, Class S, Class A-3, Class B, Class C C, Class D and Class D Bonds] E Bonds will constitute Registered Bonds Bonds, and the [Class E X, Class F, Class G and Class F Bonds] H Bonds will constitute NonRegistered Private Bonds. (b) No transfer transfer, sale, pledge or other disposition of any Bond or any interest therein shall be made unless: (i) With respect to an Offered Bond, or a Plan or to beneficial interest therein, each transferee of any Person who is directly or indirectly purchasing such Bond that is a Plan, or interest therein is a person acting on behalf of, as named fiduciary of, as trustee of, of or with investing the assets of a Plan, unless the prospective Transferee of such Bond or interest therein provides the Bond Registrar (in the case of a Definitive Bond) or the Transferor (in the case of a Book-Entry Bond) with (I) a certification of facts and an Opinion of Counsel which establish shall be deemed to the satisfaction of the Indenture Trustee (in the case of a Definitive Bond) or the Transferor (in the case of a Book-Entry Bond) represent that the purchase and holding of such Bond or interest therein will not constitute or result in a non-exempt prohibited transaction relevant conditions for exemptive relief under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code [and, in the case of the Class ___ and Class ___ Bonds,] will not subject the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in this Indenture] or (II) [solely in the case of the Class ___, Class ___, Class ___, Class ___ and Class ___ Bonds,] a certification substantially to the effect that the purchase and holding of such Bond or interest therein by or on behalf of, or with assets of a Plan, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code and further to the effect of the statements in at least one of the following clauses (i) through [(vii)]: (i) the Transferee is an insurance company and (A) the source of funds used to purchase such Bond is an "insurance company general account" (as such term is defined in PTCE 95-60), (B) the conditions set forth in PTCE 95-60 prohibited transaction class exemptions have been satisfied and (C) there is no Plan with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee organization, exceeds 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such Bonds; (ii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an insurance company general account, (B) the requirements of Section 401(c) of satisfied: ERISA and the DOL Regulations to be promulgated thereunder have been satisfied and will continue to be satisfied and (C) the insurance company represents that it understands that the operation of the general account after December 31, 1998 may affect its ability to continue to hold such Bonds after the date which is 18 months after the 401(c) Regulations become final and that unless a Prohibited Transaction Class Exemption or an exception under Section 401(c("PTCE") of ERISA is then available for the continued holding of such Bonds, it will dispose of such Bonds prior 96-23 (relating to the date which is 18 months after the 401(c) Regulations become final; (iii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an "insurance company pooled separate account" (as such term is defined in PTCE 90-1), (B) the conditions set forth in PTCE 90-1 have been satisfied and (C) there is no Plan, together with all other Plans maintained transactions effected by the same employer (or any "affiliate" thereof, as defined in PTCE 90-1) or by the same employee organization, with assets which exceed 10% of the total of all assets in such pooled separate account (as determined under PTCE 90-1) as of the date of the acquisition of such Bonds; (iv) the Transferee is a bank and (A) the source of funds used to purchase such Bonds is a "collective investment fund" (as defined in PTCE 91-38), (B) the conditions set forth in PTCE 91-38 have been satisfied and (C) there is no Plan, the interests of which, together with the interests of any other Plans maintained by the same employer or employee organization, in the collective investment fund exceed 10% of the total of all assets in the collective investment fund (as determined under PTCE 91-38) as of the date of acquisition of such Bonds; (v) the Transferee is a "qualified professional asset manager" described in PTCE 84-14 and the conditions set forth in PTCE 84-14 have been satisfied and will continue to be satisfied; or (vi) the Transferee is an "in-house asset manager" described in "), PTCE 9695-23 60 (relating to transactions involving insurance company general accounts), PTCE 91-38 (relating to transactions involving bank collective investment funds), XXXX 00-0 (relating to transactions involving insurance company pooled separate accounts) and PTCE 84-14 (relating to transactions effected by a "qualified professional asset manager"). (ii) With respect to a Private Bond, or a beneficial interest therein, the conditions set forth in PTCE 96-23 have been satisfied and will continue to be satisfied [or (vii) [described required statements in connection with other applicable Class Exemptions, if any]]. Each Person who acquires any Bond or interest therein (unless it transferee shall have delivered represent by a certification addressed to the Bond Registrar a certification of facts and an Opinion of Counsel as described in clause (I) of the preceding paragraph or a certification as described in clause (II) of Issuer substantially to the preceding paragraph) shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee effect that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with the assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code (and, in the case of the Class ___ and Class ___ Bonds, will not subject the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in the Indenture) and, further, the statements set forth in at least one of clauses (i) through [(vii)] of the preceding paragraph is correct. (c) If a Person is acquiring any Bond or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Bond Registrar (or, in the case of an interest in a Bond that constitutes a Book-Entry Bond, to the Bond Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required by the Indenture Trustee (or such Bond Owner) to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (a) and (b), as applicable, of this Section 122.13. (d) Neither the Indenture Trustee nor the Bond Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction or transfer imposed under Article II of this Agreement or under applicable law with respect to any transfer of any Bond, or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in Article II applicable with respect to changes in registration of record ownership of Bonds in the Bond Register. The Indenture Trustee and the Bond Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depositary Participants or Bond Owners made in violation of applicable restrictions.

Restrictions on Transfer of Bonds. (a) No transfer, sale, pledge or other disposition of any Non-Registered Bond or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Bond is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Issuer or one of its Affiliates), then the Bond Registrar shall refuse to register such transfer unless it receives (and upon receipt, it may conclusively rely upon) either: (i) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1A hereto; or (ii) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1B hereto and a certificate from such Bondholder's prospective Transferee substantially in the form attached either as Exhibit D-2A hereto or as Exhibit D-2B hereto; or (iii) an Opinion of Counsel satisfactory to the Indenture Trustee to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Estate or of the Issuer, the General Administrator, the Owner Trustee, the Indenture Trustee or the Bond Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Bondholder desiring to effect such transfer and/or such Bondholder's prospective Transferee on which such Opinion of Counsel is based. None of the Issuer, the Depositor, the Indenture Trustee, the General Administrator, the Owner Trustee or the Bond Registrar is obligated to register or qualify any Class of Non-Registered Bonds under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement Indenture to permit the transfer of any Non-Registered Bond or interest therein without registration or qualification. Any Holder of a Non-Registered Bond desiring to effect a transfer of such Non-Registered Bond or interest therein shall, and does hereby agree to, indemnify, the Issuer, the General Administrator, the Owner Trustee, the Indenture Trustee and the Bond Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. As of the Closing Date, the [Class X-0, Xxxxx X-0, Class B, Class C and Class D Bonds] will constitute Registered Bonds and the [Class E and Class F Bonds] will constitute NonRegistered Non-Registered Bonds. (b) No transfer of any Bond or any interest therein shall be made to a Plan or to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, unless the prospective Transferee of such Bond or interest therein provides the Bond Registrar (in the case of a Definitive Bond) or the Transferor (in the case of a Book-Entry Bond) with (I) a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Indenture Trustee (in the case of a Definitive Bond) or the Transferor (in the case of a Book-Entry Bond) that the purchase and holding of such Bond or interest therein will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code [and, in the case of the Class ___ and Class ___ Bonds,] will not subject the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in this Indenture] or (II) [solely in the case of the Class ___, Class ___, Class ___, Class ___ and Class ___ Bonds,] a certification substantially to the effect that the purchase and holding of such Bond or interest therein by or on behalf of, or with assets of a Plan, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code and further to the effect of the statements in at least one of the following clauses (i) through [(vii)]: (i) the Transferee is an insurance company and (A) the source of funds used to purchase such Bond is an "insurance company general account" (as such term is defined in PTCE 95-60), (B) the conditions set forth in PTCE 95-60 have been satisfied and (C) there is no Plan with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee organization, exceeds 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such Bonds; (ii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an insurance company general account, (B) the requirements of Section 401(c) of ERISA and the DOL Regulations to be promulgated thereunder have been satisfied and will continue to be satisfied and (C) the insurance company represents that it understands that the operation of the general account after December 31, 1998 may affect its ability to continue to hold such Bonds after the date which is 18 months after the 401(c) Regulations become final and that unless a Class Exemption or an exception under Section 401(c) of ERISA is then available for the continued holding of such Bonds, it will dispose of such Bonds prior to the date which is 18 months after the 401(c) Regulations become final; (iii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an "insurance company pooled separate account" (as such term is defined in PTCE 90-1), (B) the conditions set forth in PTCE 90-1 have been satisfied and (C) there is no Plan, together with all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 90-1) or by the same employee organization, with assets which exceed 10% of the total of all assets in such pooled separate account (as determined under PTCE 90-1) as of the date of the acquisition of such Bonds; (iv) the Transferee is a bank and (A) the source of funds used to purchase such Bonds is a "collective investment fund" (as defined in PTCE 91-38), (B) the conditions set forth in PTCE 91-38 have been satisfied and (C) there is no Plan, the interests of which, together with the interests of any other Plans maintained by the same employer or employee organization, in the collective investment fund exceed 10% of the total of all assets in the collective investment fund (as determined under PTCE 91-38) as of the date of acquisition of such Bonds; (v) the Transferee is a "qualified professional asset manager" described in PTCE 84-14 and the conditions set forth in PTCE 84-14 have been satisfied and will continue to be satisfied; or (vi) the Transferee is an "in-house asset manager" described in PTCE 96-23 and the conditions set forth in PTCE 96-23 have been satisfied and will continue to be satisfied [or (vii) [described required statements in connection with other applicable Class Exemptions, if any]]. Each Person who acquires any Bond or interest therein (unless it shall have delivered to the Bond Registrar a certification of facts and an Opinion of Counsel as described in clause (I) of the preceding paragraph or a certification as described in clause (II) of the preceding paragraph) shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code (and, in the case of the Class ___ and Class ___ Bonds, will not subject the Issuer, the Owner Trustee, the General Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in the Indenture) and, further, the statements set forth in at least one of clauses (i) through [(vii)] of the preceding paragraph is correct. (c) If a Person is acquiring any Bond or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Bond Registrar (or, in the case of an interest in a Bond that constitutes a Book-Entry Bond, to the Bond Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required by the Indenture Trustee (or such Bond Owner) to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (a) and (b), as applicable, of this Section 122.13.