Common use of Restrictions on Transfer of Certificates Clause in Contracts

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliate). (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate or any beneficial interest therein shall be made to any person unless the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation initial issuance of the Certificate to Holding Trust or and its initial transferee, the Owner Trustee shall require (i) the transferee to execute an affiliate of investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Note Insurer certifying to the Owner Trustee and the Note Insurer the facts surrounding such Person within the meaning of Rule 3a-7 transfer, which investment letter shall not be an expense of the Investment Company Act of 1940, as amended (including, but not limited to, Owner Trustee or the Depositor and any affiliate). Note Insurer or (ii) Such Person understands if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Owner Trustee, the Note Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the Certificates have not been applicable exemption and will the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation an expense of the Trust Owner Trustee, the Note Insurer or an affiliate of the Sponsor. The Certificateholder desiring to effect such Persontransfer shall, in a transaction meeting and does hereby agree to, indemnify the requirements of Rule 144A under Sponsor, the Securities Act Owner Trustee and the Note Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to any the Owner Trustee, the performance of every covenant and obligation of the Sponsor hereunder except for the covenants and obligations contained in Sections 3.1, 3.3, 3.4 of the Sale and Servicing Agreement, and Sections 2.10, 2.12 or 8.2 of this Agreement; (ii) the person unless that acquires a Certificate shall deliver to the Owner Trustee has received and the Note Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this subsection 3.10 have been complied with and an Opinion of Counsel stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and the Owner Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that acquires a certificate Certificate shall deliver to the Owner Trustee and the Note Insurer a letter from each Rating Agency confirming that its rating of the Transferee Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Note Policy; (iv) the person that acquires a Certificate shall deliver to the Owner Trustee and the Note Insurer an Opinion of Counsel to the effect that (a) such transferee (i) is transfer will not a person which is an employee benefit plan, trust, or account subject to Title I adversely affect the treatment of the Employee Retirement Income Security Act of 1974Notes after such transfer as debt for federal and applicable state income tax purposes, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no such transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed result in the Trust being subject to tax at the entity level for federal or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.applicable state tax

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate____________________, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliate)_____________________. (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) _______________________________ IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate or any beneficial interest therein shall be made to any person unless the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account initial issuance of one the Certificates to the Depositor, the Owner Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer certifying to the Owner Trustee and the Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Owner Trustee or more qualified institutional buyers for whom it is authorized to actthe Insurer, or (Bii) if the investment letter is not delivered, a Person involved written Opinion of Counsel acceptable to and in form and substance satisfactory to the organization Owner Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or operation is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trust Owner Trustee, the Insurer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940transfer shall, as amended (including, but not limited and does hereby agree to, indemnify the Depositor Sponsor, the Owner Trustee and the Insurer against any affiliate). (ii) Such Person understands liability that may result if the Certificates have transfer is not been and will so exempt or is not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made to any person unless the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, or account subject to Title I transferred except upon satisfaction of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity.following conditions precedent: (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of Person that acquires a Certificate shall (A) be effected iforganized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.an agreement

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation initial issuance of the Trust or Certificate to the Sponsor, the Owner Trustee shall require (i) the transferee to execute an affiliate of investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Note Insurer certifying to the Owner Trustee and the Note Insurer the facts surrounding such Person within the meaning of Rule 3a-7 transfer, which investment letter shall not be an expense of the Investment Company Act of 1940, as amended (including, but not limited to, Owner Trustee or the Depositor and any affiliate). Note Insurer or (ii) Such Person understands if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Owner Trustee, the Note Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the Certificates have not been applicable exemption and will the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation an expense of the Trust Owner Trustee, the Note Insurer or an affiliate of the Sponsor. The Certificateholder desiring to effect such Persontransfer shall, in a transaction meeting and does hereby agree to, indemnify the requirements of Rule 144A under Sponsor and the Securities Act Owner Trustee and the Note Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to any the Owner Trustee, the performance of every covenant and obligation of the Sponsor hereunder except for the covenants and obligations, and Sections 2.10, 2.11 or 8.2 of this Agreement; (ii) the person unless that acquires a Certificate shall deliver to the Owner Trustee has received and the Note Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this subsection 3.10 have been complied with and an Opinion of Counsel stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and the Owner Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that acquires a certificate Certificate shall deliver to the Owner Trustee and the Note Insurer a letter from each Rating Agency confirming that its rating of the Transferee Trust Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the related Note Policy; (iv) the person that acquires a Certificate shall deliver to the Owner Trustee and the Note Insurer an Opinion of Counsel to the effect that (a) such transferee transfer will not adversely affect the treatment of the Trust Notes after such transfer as debt for federal and applicable state income tax purposes, (ib) is such transfer will not a person which is an employee benefit planresult in Trust A, trust, Trust B or account Trust C being subject to Title I tax at the entity level for federal or applicable state tax purposes, (c) such 11 16 transfer will not have any material adverse impact on the federal or applicable state income taxation of a Trust Noteholder and (d) such transfer will not result in the Employee Retirement Income Security Act arrangement created by this Agreement or any "portion" of 1974any of Trust A, Trust B, Trust C or the Holding Trust, being treated as amended ("ERISA") or Section 4975 of the Code or a governmental plan, taxable mortgage pool as defined in Section 3(327701(i) of ERISA subject to any federalthe Code. Notwithstanding the foregoing, state or local law which isthe requirement set forth in subclause (i)(A) of this Section 3.10 shall not apply in the event the Owner Trustee and the Note Insurer shall have received a letter from each Rating Agency confirming that its rating of the Trust Notes, after giving effect to a material extentproposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A), similar shall not be reduced or withdrawn without regard to the foregoing provisions related Note Policy. Notwithstanding the foregoing, the requirements set forth in this paragraph (b) shall not apply to the initial issuance of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in Certificates to the entitySponsor. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless Except for the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer initial issuance of the Certificates to Book-Entry Nominees, and the Sponsor or the transfer to an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any affiliate of the foregoingSponsor, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as made unless the Owner Trustee shall have received a result representation letter from the transferee of such transferCertificate, acceptable to and in form and substance satisfactory to the Owner Trustee, to the effect that such transferee is not a Benefit Plan and is not acting on behalf of or using the assets of a Benefit Plan and is not acting on behalf of or using the assets of a Benefit Plan, which representation letter shall not be an expense of the Owner Trustee. (e) No transfer or pledge of the Certificates would be deemed to be held by shall result in more than 100 98 other holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. PersonsCertificates.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account initial issuance of one the Certificate to the Originator, the Owner Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer certifying to the Owner Trustee and the Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Owner Trustee or more qualified institutional buyers for whom it is authorized to actthe Insurer, or (Bii) if the investment letter is not delivered, a Person involved written Opinion of Counsel acceptable to and in form and substance satisfactory to the organization Owner Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or operation is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trust Owner Trustee, the Insurer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940transfer shall, as amended (including, but not limited and does hereby agree to, indemnify the Depositor Sponsor, the Owner Trustee and the Insurer against any affiliate). (ii) Such Person understands liability that may result if the Certificates have transfer is not been and will so exempt or is not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to any the Owner Trustee, the performance of every covenant and obligation of the Sponsor hereunder except for the covenants and obligations contained in Sections 2.1, 2.2, 2.3, 2.4, 3.3 and 3.4 of the Sale and Servicing Agreement, Section 7.1 of the Indenture and under the Credit Line Agreements; (ii) the person unless that acquires a Certificate shall deliver to the Owner Trustee has received and the Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this subsection 3.10 have been complied with and an Opinion of Counsel stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and the Owner Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that acquires a certificate Certificate shall deliver to the Owner Trustee and the Insurer a letter from each Rating Agency confirming that its rating of the Transferee Class A Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the person that acquires a Certificate shall deliver to the Owner Trustee and the Insurer an Opinion of Counsel to the effect that (a) such transferee transfer will not adversely affect the treatment of the Class A Notes after such transfer as debt for federal and applicable state income tax purposes, (ib) is such transfer will not a person which is an employee benefit plan, trust, or account result in the Trust being subject to Title I tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Class A Noteholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Employee Retirement Income Security Act of 1974Trust, being treated as amended ("ERISA") or Section 4975 of the Code or a governmental plan, taxable mortgage pool as defined in Section 3(327701(i) of ERISA subject the Code; (v) all filings and other actions necessary to any federal, state or local law which is, to a material extent, similar to continue the foregoing provisions perfection of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason interest of a plan's investment the Trust in the entity. (d) The Owner Trustee shall not execute, Mortgage Loans and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor other property conveyed hereunder shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) been taken or made. Notwithstanding any of the foregoing, the Certificates requirement set forth in subclause (i)(A) of this Section 3.10 shall not be transferable without apply in the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, event the Owner Trustee and the Insurer shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of have received a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.letter from each Rating

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation initial issuance of the Trust or Certificate to the Originators, the Owner Trustee shall require (i) the transferee to execute an affiliate of investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer certifying to the Owner Trustee and the Insurer the facts surrounding such Person within the meaning of Rule 3a-7 transfer, which investment letter shall not be an expense of the Investment Company Act of 1940, as amended (including, but not limited to, Owner Trustee or the Depositor and any affiliate). Insurer or (ii) Such Person understands if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Owner Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the Certificates have not been applicable exemption and will the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation an expense of the Trust Owner Trustee, the Insurer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Persontransfer shall, in a transaction meeting and does hereby agree to, indemnify the requirements of Rule 144A under Sponsor, the Securities Act Owner Trustee and the Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to any the Owner Trustee, the performance of every covenant and obligation of the Sponsor hereunder except for the covenants and obligations contained in Sections 2.1, 2.2, 2.3, 2.4, 3.3, 3.4 of the Sale and Servicing Agreement, 8.6(b)(vii), 8.6(b)(x) and 7.1 of the Indenture and under the Credit Line Agreements; (ii) the person unless that acquires a Certificate shall deliver to the Owner Trustee has received and the Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this subsection 3.10 have been complied with and an Opinion of Counsel stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and the Owner Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that acquires a certificate Certificate shall deliver to the Owner Trustee and the Insurer a letter from each Rating Agency confirming that its rating of the Transferee Class A Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the person that acquires a Certificate shall deliver to the Owner Trustee and the Insurer an Opinion of Counsel to the effect that (a) such transferee transfer will not adversely affect the treatment of the Class A Notes after such transfer as debt for federal and applicable state income tax purposes, (ib) is such transfer will not a person which is an employee benefit plan, trust, or account result in the Trust being subject to Title I tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Class A Noteholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Employee Retirement Income Security Act of 1974Trust, being treated as amended ("ERISA") or Section 4975 of the Code or a governmental plan, taxable mortgage pool as defined in Section 3(327701(i) of ERISA subject the Code; (v) all filings and other actions necessary to any federal, state or local law which is, to a material extent, similar to continue the foregoing provisions perfection of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason interest of a plan's investment the Trust in the entity. (d) The Owner Trustee shall not execute, Mortgage Loans and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor other property conveyed hereunder shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreementbeen taken or made. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account initial issuance of one the Certificates to the Originators, the Owner Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer certifying to the Owner Trustee and the Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Owner Trustee or more qualified institutional buyers for whom it is authorized to actthe Insurer, or (Bii) if the investment letter is not delivered, a Person involved written Opinion of Counsel acceptable to and in form and substance satisfactory to the organization Owner Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or operation is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trust Owner Trustee, the Insurer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940transfer shall, as amended (including, but not limited and does hereby agree to, indemnify the Depositor Sponsor, the Owner Trustee and the Insurer against any affiliate). (ii) Such Person understands liability that may result if the Certificates have transfer is not been and will so exempt or is not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made to any person unless transferred except upon satisfaction of the Owner Trustee has received a certificate from the Transferee to the effect that such transferee following conditions precedent: (i) is not the Person that acquires a person which is an employee benefit plan, trust, or account subject to Title I Certificate shall (A) be organized and existing under the laws of the Employee Retirement Income Security Act United States of 1974America or any state thereof or the District of Columbia; (B) expressly assume, as amended ("ERISA") or Section 4975 by an agreement supplemental hereto, executed and delivered to the Owner Trustee, the performance of every covenant and obligation of the Code or a governmental planSponsor hereunder except for the covenants and obligations contained in Sections 2.01, defined in 2.02, 2.03, 2.04, 3.03 and 3.04 of the Sale and Servicing Agreement, Section 3(32) 7.01 of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or Indenture and under the Code (any such person being a "plan") Mortgage Loans and the Mortgage Notes; (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, person that acquires a Certificate in connection with any transfer thereof unless the transferor shall have provided deliver to the Owner Trustee a certificate, substantially in and the form attached as Exhibit C to Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Agreement, signed Section 3.10 and that all conditions precedent provided by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, Section 3.10 have been complied with and an Opinion of Counsel stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.3.10 have been complied with,

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate____________________, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliate)_____________________. (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) _______________________________ IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-book- entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate or any beneficial interest therein shall be made to any person unless the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliate)amended. (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (CA) a qualified institutional buyer or (DB) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (ci) No Certificateholder will be permitted to (A) acquire, sell, transfer, assign, pledge or otherwise dispose of any of their Certificates or any interest therein (or any financial contract or instrument with respect to such) on or through a United States national, regional or local securities exchange, a foreign securities exchange or an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers or (B) cause any of their Certificates or any interest therein (or any financial contract or instrument with respect to such) to be marketed on or through an exchange. Certificateholders will be asked to make a representation to this effect in the form of Exhibit D. (ii) The Owner Trustee will not issue a Certificate, or permit a subdivision or transfer of a Certificate, if as a result there are more than 99 beneficial owners of Certificates. For this purpose a beneficial owner of a Certificate will be treated as a single beneficial owner only if the holder has acquired the Certificate for its own account, will be the sole beneficial owner thereof, will not enter into any financial contract or instrument with respect to a Certificate, and if it is a partnership, grantor trust or S corporation less than 50% of the value of any person's interest in it is attributable to its interest in the Trust. Certificateholders will be asked to make a representation as to their status as a single beneficial owner under these rules in the form of Exhibit D. These transfer restrictions contained in section 3.09(c)(i) and (ii) are intended to permit the Trust to rely, if necessary, on the "private placement" exemption to classification as a "publicly traded partnership" in U.S. Treasury Regulations section 1.7704-1(h). (d) No transfer of this certificate a Certificate or any beneficial interest therein shall be made to any person unless the Owner Trustee has received a certificate representation letter from the Transferee transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, trust or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, as defined in Section 3(32) of ERISA ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "planPlan") and ), (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include "plan assets assets" by reason of a planPlan's investment in the entityentity and (iii) is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan. (de) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreementan Investment Letter, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreementan Investment Letter. (ef) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no No transfer of a Certificate or any beneficial interest therein shall be effected if, as a result of such transfer, effective unless the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. PersonsNote Purchaser shall have given its prior written consent thereto.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliateor ACC, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliateDepositor). (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (CA) a qualified institutional buyer or (DB) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY AAMES CAPITAL MARKETS CORPORATIONACCEPTANCE CORP.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS.. " (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to (i) an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts accounts of participating organizations (a "Book-Entry Nominee"), or (ii) an individual, corporation, partnership or other person unless such transferee is not a Non-U.S. Person (any such person being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate or any beneficial interest therein shall be made Subject to any person unless paragraph (e) below, the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C D-1 to this Agreement, signed by the transferee, a Book-Entry Nominee or a Non- permitted Foreign Holder, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry NomineesNominees or Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form from attached as Exhibit C D-1 to this Agreement. (ed) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (fe) Notwithstanding paragraph (c) above, in the event that ACC pledges, mortgages, assigns or otherwise grants any of the foregoingsecurity interest in any Certificate held by ACC to any person (each, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoinga "Pledgee"), the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or moremay execute, (ii) no transfer of countersign and deliver a Certificate to such Pledgee, provided that such Pledgee shall have delivered to the Owner Trustee an Officer's Certificate signed on behalf of the Pledgee substantially in the form attached as Exhibit D-2 to this Agreement. In no event shall ACC be effected if, as a result the pledgee or transferee of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. PersonsACAC Certificate.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account initial issuance of one the Certificates to the Depositor, the Owner Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer certifying to the Owner Trustee and the Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Owner Trustee or more qualified institutional buyers for whom it is authorized to actthe Insurer, or (Bii) if the investment letter is not delivered, a Person involved written Opinion of Counsel acceptable to and in form and substance satisfactory to the organization Owner Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or operation is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trust Owner Trustee, the Insurer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940transfer shall, as amended (including, but not limited and does hereby agree to, indemnify the Depositor Sponsor, the Owner Trustee and the Insurer against any affiliate). (ii) Such Person understands liability that may result if the Certificates have transfer is not been and will so exempt or is not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made to any person unless transferred except upon satisfaction of the Owner Trustee has received a certificate from the Transferee to the effect that such transferee following conditions precedent: (i) is not the Person that acquires a person which is an employee benefit plan, trust, or account subject to Title I Certificate shall (A) be organized and existing under the laws of the Employee Retirement Income Security Act United States of 1974America or any state thereof or the District of Columbia; (B) expressly assume, as amended ("ERISA") or Section 4975 by an agreement supplemental hereto, executed and delivered to the Owner Trustee, the performance of every covenant and obligation of the Code or a governmental planSponsor hereunder except for the covenants and obligations contained in Sections 2.1, defined in 2.2, 2.3, 2.4, 3.3 and 3.4 of the Sale and Servicing Agreement, Section 3(32) 7.1 of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or Indenture and under the Code (any such person being a "plan") Credit Line Agreements and the Mortgage Notes; (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, person that acquires a Certificate in connection with any transfer thereof unless the transferor shall have provided deliver to the Owner Trustee a certificate, substantially in and the form attached as Exhibit C to Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Agreement, signed Section 3.10 and that all conditions precedent provided by the transferee, which certificate shall contain the consent this subsection 3.10 have been complied with and an Opinion of the transferee to any amendments of Counsel stating that such transfer and such supplemental agreement comply with this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry NomineesSection 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and an agreement by the transferee Owner Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that it will not transfer acquires a Certificate without providing shall deliver to the Owner Trustee and the Insurer a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any letter from each Rating Agency confirming that its rating of the foregoingClass A Notes, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of after giving effect to such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed reduced or traded on any established securities exchange market within withdrawn without regard to the meaning of Treasury Regulation Section 1.7704-1, and Policies; (iv) the Certificates are not held by any Non-U.S. Persons.person that

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliateDepositor, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliateDepositor). (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (CA) a qualified institutional buyer or (DB) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION_______________) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate a Certificate or any beneficial interest therein shall be made to any person unless the Note Insurer has given its prior written consent to such transfer (or, upon the occurrence and continuance of a Note Insurer Default, satisfaction of the Rating Agency Condition) and the Owner Trustee has received a certificate representation letter from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, trust or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, as defined in Section 3(32) of ERISA ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "planPlan") and ), (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include "plan assets assets" by reason of a planPlan's investment in the entityentity and (iii) is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreementan Investment Letter, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Book- Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreementan Investment Letter. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation initial issuance of the Trust or Certificate to the Sponsor, the Indenture Trustee shall require (i) the transferee to execute an affiliate of investment letter acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer certifying to the Indenture Trustee and the Insurer the facts surrounding such Person within the meaning of Rule 3a-7 transfer, which investment letter shall not be an expense of the Investment Company Act of 1940, as amended (including, but not limited to, Indenture Trustee or the Depositor and any affiliate). Insurer or (ii) Such Person understands if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the Certificates have not been applicable exemption and will the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation an expense of the Trust Indenture Trustee, the Insurer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Persontransfer shall, in a transaction meeting and does hereby agree to, indemnify the requirements of Rule 144A under Sponsor and the Securities Act and Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificate and any beneficial interest therein shall not be made to any person unless the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, or account subject to Title I transferred except upon satisfaction of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity.following conditions precedent: (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests Person that acquires a Certificate shall (A) be organized and existing under the laws of 10% the United States of America or moreany state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee and the Insurer, the performance of every covenant and obligation of the Sponsor hereunder and (C) as part of its acquisition of a Certificate, acquire all rights of the Sponsor or any transferee under this Section 3.10(c) to amounts payable to such Sponsor or such transferee under Section 8.6(d)(xiii) of the Indenture; (ii) no transfer the Holder of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed shall deliver to be held the Indenture Trustee and the Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10(c) and that all conditions precedent provided by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.this

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliateCompany, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor Depositor), or (C) otherwise acquiring such Certificate in a transaction which is exempt from registration under the Securities Act and any affiliate)such Person delivers to the Owner Trustee and to the Certificate Registrar an approving opinion of counsel to that effect, and to the effect that the proposed transfer, if consummated, would not cause the Trust to be required to register as an "investment company" under the Investment Company Act of 1940, as amended. (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATIONMLN RESIDUAL HOLDING CORPORATION I) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate a Certificate or any beneficial interest therein shall be made to any person unless the Note Insurer has given its prior written consent to such transfer and the Owner Trustee has received a certificate representation letter from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, trust or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, as defined in Section 3(32) of ERISA ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "planPlan") and ), (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include "plan assets assets" by reason of a planPlan's investment in the entityentity and (iii) is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliateCompany or NMFC, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor Company and any affiliateNMFC). (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate or any beneficial interest therein shall be made to any person unless the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.OF

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation initial issuance of the Trust or Certificate to the Sponsor, the Indenture Trustee shall require (i) the transferee to execute an affiliate of investment letter acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer certifying to the Indenture Trustee and the Insurer the facts surrounding such Person within the meaning of Rule 3a-7 transfer, which investment letter shall not be an expense of the Investment Company Act of 1940, as amended (including, but not limited to, Indenture Trustee or the Depositor and any affiliate). Insurer or (ii) Such Person understands if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the Certificates have not been applicable exemption and will the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation an expense of the Trust Indenture Trustee, the Insurer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Persontransfer shall, in a transaction meeting and does hereby agree to, indemnify the requirements of Rule 144A under Sponsor and the Securities Act and Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificate and any beneficial interest therein shall not be made transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee and the Insurer, the performance of every covenant and obligation of the Sponsor hereunder and (C) as part of its acquisition of a Certificate, acquire all rights of the Sponsor or any person unless transferee under this Section 3.10(c) to amounts payable to such Sponsor or such transferee under Section 8.6(d)(xiii) of the Owner Indenture; (ii) the Holder of the Certificates shall deliver to the Indenture Trustee has received and the Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10(c) and that all conditions precedent provided by this Section 3.10(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 3.10(c) have been complied with, and the Indenture Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the Holder of the Certificates shall deliver to the Indenture Trustee and the Insurer a certificate letter from each Rating Agency confirming that its rating of the Transferee Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the transferee of the Certificates shall deliver to the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that (a) such transferee transfer will not adversely affect the treatment of the Notes after such transfer as debt for federal and applicable state income tax purposes, (ib) is such transfer will not a person which is an employee benefit plan, trust, or account result in the Trust being subject to Title I tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Noteholder or any Certificateholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Employee Retirement Income Security Act of 1974Trust, being treated as amended ("ERISA") or Section 4975 of the Code or a governmental plan, taxable mortgage pool as defined in Section 3(327701(i) of ERISA subject the Code; (v) all filings and other actions necessary to any federalcontinue the perfection of the interest of the Trust in the Mortgage Loans and the other property conveyed hereunder shall have been taken or made and (vi) the Insurer shall have consented to such transfer. Notwithstanding the foregoing, state or local law which isthe requirement set forth in subclause (i)(A) of this Section 3.10(c) shall not apply in the event the Indenture Trustee shall have received a letter from each Rating Agency confirming that its rating of the Notes, after giving effect to a material extentproposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A), similar shall not be reduced or withdrawn without regard to the foregoing provisions of ERISA or Policy. Notwithstanding the Code foregoing, the requirements set forth in this paragraph (any such person being a "plan"c) and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided apply to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer initial issuance of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Sponsor. Except for the initial issuance of the Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoingSponsor, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as made unless the Indenture Trustee and the Insurer shall have received a result representation letter from the transferee of such transferCertificate, acceptable to and in form and substance satisfactory to the Indenture Trustee and the Insurer, to the effect that such transferee is not a Benefit Plan, nor a Person acting on behalf of or using the assets of a Benefit Plan, which representation letter shall not be an expense of the Indenture Trustee or the Insurer. (d) No transfer or pledge of the Certificates would be deemed to be held by shall result in more than 100 98 other holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. PersonsCertificates.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation initial issuance of the Certificate to Holding Trust or and its initial transferee, the Owner Trustee shall require (i) the transferee to execute an affiliate of investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Note Insurer certifying to the Owner Trustee and the Note Insurer the facts surrounding such Person within the meaning of Rule 3a-7 transfer, which investment letter shall not be an expense of the Investment Company Act of 1940, as amended (including, but not limited to, Owner Trustee or the Depositor and any affiliate). Note Insurer or (ii) Such Person understands if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and 12 17 substance satisfactory to the Owner Trustee, the Note Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the Certificates have not been applicable exemption and will the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation an expense of the Trust Owner Trustee, the Note Insurer or an affiliate of the Sponsor. The Certificateholder desiring to effect such Persontransfer shall, in a transaction meeting and does hereby agree to, indemnify the requirements of Rule 144A under Sponsor, the Securities Act Owner Trustee and the Note Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to any the Owner Trustee, the performance of every covenant and obligation of the Sponsor hereunder except for the covenants and obligations contained in Sections 3.1, 3.3, 3.4 of the Trust A Sale and Servicing Agreement, and Sections 2.10, 2.12 or 8.2 of this Agreement; (ii) the person unless that acquires a Certificate shall deliver to the Owner Trustee has received and the Note Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this subsection 3.10 have been complied with and an Opinion of Counsel stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and the Owner Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that acquires a certificate Certificate shall deliver to the Owner Trustee and the Note Insurer a letter from each Rating Agency confirming that its rating of the Transferee Class A Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Trust A Note Policy; (iv) the person that acquires a Certificate shall deliver to the Owner Trustee and the Note Insurer an Opinion of Counsel to the effect that (a) such transferee transfer will not adversely affect the treatment of the Class A Notes after such transfer as debt for federal and applicable state income tax purposes, (ib) is such transfer will not a person which is an employee benefit plan, trust, or account result in Trust A being subject to Title I tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Class A Noteholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Employee Retirement Income Security Act of 1974Trust, being treated as amended ("ERISA") or Section 4975 of the Code or a governmental plan, taxable mortgage pool as defined in Section 3(327701(i) of ERISA subject the Code; (v) all filings and other actions necessary to any federalcontinue the perfection of the interest of Trust A in the Mortgage Loans and the other property conveyed hereunder shall have been taken or made. Notwithstanding the foregoing, state or local law which isthe requirement set forth in subclause (i)(A) of this Section 3.10 shall not apply in the event the Owner Trustee and the Note Insurer shall have received a letter from each Rating Agency confirming that its rating of the Class A Notes, after giving effect to a material extentproposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A), similar shall not be reduced or withdrawn without regard to the foregoing provisions Trust A Note Policy. Notwithstanding the foregoing, the requirements set forth in this paragraph (b) shall not apply to the initial issuance of ERISA or the Code (any such person being a "plan") Certificates to the Holding Trust and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entityits initial transferee. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless Except for the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer initial issuance of the Certificates to Book-Entry NomineesHolding Trust and its initial transferee, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as made unless the Owner Trustee shall have received a result representation letter from the transferee of such transferCertificate, acceptable to and in form and substance satisfactory to the Owner Trustee, to the effect that such transferee is not a Benefit Plan and is not acting on behalf of or using the assets of a Benefit Plan, which representation letter shall not be an expense of the Owner Trustee. (e) No transfer or pledge of the Certificates would be deemed to be held by shall result in more than 100 98 other holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. PersonsCertificates.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account initial issuance of one the Certificates to the Seller, the Owner Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer certifying to the Owner Trustee and the Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Owner Trustee or more qualified institutional buyers for whom it is authorized to actthe Insurer, or (Bii) if the investment letter is not delivered, a Person involved written Opinion of Counsel acceptable to and in form and substance satisfactory to the organization Owner Trustee, the Insurer and the Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or operation is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trust Owner Trustee, the Insurer or an affiliate the Seller. The Holder of a Certificate desiring to effect such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940transfer shall, as amended (including, but not limited and does hereby agree to, indemnify the Depositor Seller, the Owner Trustee and the Insurer against any affiliate). (ii) Such Person understands liability that may result if the Certificates have transfer is not been and will so exempt or is not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to any the Owner Trustee, the performance of every covenant and obligation of the Seller hereunder except for the covenants and obligations contained in Sections 2.1, 2.2, 2.3, 2.4, 3.3 and 3.4 of the Sale and Servicing Agreement, Section 7.1 of the Indenture and under the Credit Line Agreements and the Mortgage Notes; (ii) the person unless that acquires a Certificate shall deliver to the Owner Trustee, the Indenture Trustee and the Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this subsection 3.10 have been complied with and an Opinion of Counsel stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and the Owner Trustee has received may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that acquires a certificate Certificate shall deliver to the Owner Trustee and the Insurer a letter from each Rating Agency confirming that its rating of the Transferee Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the person that acquires a Certificate shall deliver to the Owner Trustee and the Insurer an Opinion of Counsel to the effect that (a) such transferee transfer will not adversely affect the treatment of the Notes after such transfer as debt for federal and applicable state income tax purposes, (ib) is such transfer will not a person which is an employee benefit plan, trust, or account result in the Trust being subject to Title I tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Noteholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Employee Retirement Income Security Act of 1974Trust, being treated as amended ("ERISA") or Section 4975 of the Code or a governmental plan, taxable mortgage pool as defined in Section 3(327701(i) of ERISA subject the Code; (v) all filings and other actions necessary to any federal, state continue the perfection of the interest of the Trust in the Mortgage Loans and the other property conveyed hereunder shall have been taken or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") made and (iivi) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Insurer has been obtained, which consent shall not be unreasonably withheld. Notwithstanding any of the foregoing, the requirement set forth in subclause (i)(A) of this Section 3.10 shall not apply in the event the Owner Trustee and the Insurer shall assure have received a letter from each Rating Agency confirming that its rating of the Notes, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (ii)(A), shall not be reduced or withdrawn without regard to the Policy. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Certificates are transferable only in Percentage Interests to Mellon Bank, N.A. (d) Except for the initial issuance of 10% or morethe Certificates to Mellon Bank, (ii) N.A., no transfer of a Certificate shall be effected if, as made unless the Owner Trustee and the Insurer shall have received a result representation letter from the transferee of such transferCertificate, acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer, to the effect that such transferee is not a Benefit Plan Investor, which representation letter shall not be an expense of the Owner Trustee. (e) No transfer or pledge of the Certificates would be deemed to be held by shall result in more than 100 98 other holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. PersonsCertificates.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliateUnaffiliated Seller, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliateUnaffiliated Seller). (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (CA) a qualified institutional buyer or (DB) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATIONABFS 2001-3, INC.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate a Certificate or any beneficial interest therein shall be made to any person unless the Note Insurer has given its prior written consent to such transfer (or, upon the occurrence and continuance of a Note Insurer Default, satisfaction of the Rating Agency Condition) and the Owner Trustee has received a certificate representation letter from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, trust or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, as defined in Section 3(32) of ERISA ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "planPlan") and ), (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include "plan assets assets" by reason of a planPlan's investment in the entityentity and (iii) is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreementan Investment Letter, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreementan Investment Letter. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliateCompany, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliateDepositor). (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATIONMLN RESIDUAL HOLDING CORPORATION I) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate a Certificate or any beneficial interest therein shall be made to any person unless the Note Insurer has given its prior written consent to such transfer and the Owner Trustee has received a certificate representation letter from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, trust or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, as defined in Section 3(32) of ERISA ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "planPlan") and ), (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include "plan assets assets" by reason of a planPlan's investment in the entityentity and (iii) is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation initial issuance of the Certificate to Holding Trust or and its initial transferee, the Owner Trustee shall require (i) the transferee to execute an affiliate of investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Note Insurer certifying to the Owner Trustee and the Note Insurer the facts surrounding such Person within the meaning of Rule 3a-7 transfer, which investment letter shall not be an expense of the Investment Company Act of 1940, as amended (including, but not limited to, Owner Trustee or the Depositor and any affiliate). Note Insurer or (ii) Such Person understands if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Owner Trustee, the Note Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the Certificates have not been applicable exemption and will the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation an expense of the Trust Owner Trustee, the Note Insurer or an affiliate of the Sponsor. The Certificateholder desiring to effect such Persontransfer shall, in a transaction meeting and does hereby agree to, indemnify the requirements of Rule 144A under Sponsor, the Securities Act Owner Trustee and the Note Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made to any person unless transferred except upon satisfaction of the Owner Trustee has received a certificate from the Transferee to the effect that such transferee following conditions precedent: (i) is not the Person that acquires a person which is an employee benefit plan, trust, or account subject to Title I Certificate shall (A) be organized and existing under the laws of the Employee Retirement Income Security Act United States of 1974America or any state thereof or the District of Columbia; (B) expressly assume, as amended ("ERISA") or Section 4975 by an agreement supplemental hereto, executed and delivered to the Owner Trustee, the performance of every covenant and obligation of the Code Sponsor hereunder except for the covenants and obligations contained in Sections 3.1, 3.3, 3.4 of the Trust C Sale and Servicing Agreement, and Sections 2.10, 2.12 or a governmental plan8.2 of this Agreement, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and Sections; (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, person that acquires a Certificate in connection with any transfer thereof unless the transferor shall have provided deliver to the Owner Trustee a certificate, substantially in and the form attached as Exhibit C to Note Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Agreement, signed Section 3.10 and that all conditions precedent provided by the transferee, which certificate shall contain the consent this subsection 3.10 have been complied with and an Opinion of the transferee to any amendments of Counsel stating that such transfer and such supplemental agreement comply with this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry NomineesSection 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and an agreement by the transferee Owner Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that it will not transfer acquires a Certificate without providing shall deliver to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of and the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of Insurer a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.letter from each Rating Agency

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliateCompany or NMFC, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor Company and any affiliateNMFC). (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATIONFUND AMERICA INVESTORS CORPORATION II) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate or any beneficial interest therein shall be made to any person unless the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, trust or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation initial issuance of the Trust or Certificate to the Sponsor and the pledge thereof by the Sponsor in connection with its Yield Maintenance Certificates, Series 1998-1, the Indenture Trustee shall require (i) the transferee to execute an affiliate of investment letter acceptable to and in form and substance satisfactory to the Indenture Trustee and the Credit Enhancer certifying to the Indenture Trustee and the Credit Enhancer the facts surrounding such Person within the meaning of Rule 3a-7 transfer, which investment letter shall not be an expense of the Investment Company Act of 1940, as amended (including, but not limited to, Indenture Trustee or the Depositor and any affiliate). Credit Enhancer or (ii) Such Person understands if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee, the Credit Enhancer and the Sponsor that such transfer may be made pursuant to an exemption, describing the Certificates have not been applicable exemption and will the basis therefor from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation an expense of the Trust Indenture Trustee, the Credit Enhancer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Persontransfer shall, in a transaction meeting and does hereby agree to, indemnify the requirements of Rule 144A under Sponsor and the Securities Act and Credit Enhancer against any liability that may result if the transfer is not so exempt or is not made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or Except for the pledge by the Sponsor in connection with its Yield Maintenance Certificates, Series 1998-1, the Certificates and any beneficial interest therein shall not be made to any person unless the Owner Trustee has received a certificate from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, or account subject to Title I transferred except upon satisfaction of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, defined in Section 3(32) of ERISA subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") and (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that following conditions precedent: (i) the Certificates are transferable only Person that acquires a Certificate shall (A) be i) Except for the initial issuance of the Certificate to the Sponsor and the pledge thereof by the Sponsor in Percentage Interests of 10% or moreconnection with its Yield Maintenance Certificates, (ii) Series 1998-1, no transfer of a Certificate shall be effected if, as made unless the Indenture Trustee and the Credit Enhancer shall have received a result representation letter from the transferee of such transferCertificate, acceptable to and in form and substance satisfactory to the Indenture Trustee and the Credit Enhancer, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA, nor a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Indenture Trustee or the Credit Enhancer. (d) No transfer or pledge of the Certificates would be deemed to be held by shall result in more than 100 98 other holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. PersonsCertificates.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser and any subsequent transferee of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliateCompany, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and any affiliateDepositor). (ii) Such Person understands that the Certificates have not been and will not be registered under the Securities Act and may be offered, sold, pledged, pledged or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATIONMLN RESIDUAL HOLDING CORPORATION I) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effect. (c) No transfer of this certificate a Certificate or any beneficial interest therein shall be made to any person unless the Note Insurer has given its prior written consent to such transfer and the Owner Trustee has received a certificate representation letter from the Transferee to the effect that such transferee (i) is not a person which is an employee benefit plan, trust, trust or account subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code or a governmental plan, as defined in Section 3(32) of ERISA ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "planPlan") and ), (ii) is not an entity, including an insurance company separate account or general account, whose underlying assets include "plan assets assets" by reason of a planPlan's investment in the entityentity and (iii) is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs paragraph (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Notwithstanding any of the foregoing, the Owner Trustee shall assure that (i) the Certificates are transferable only in Percentage Interests of 10% or more, (ii) no transfer of a Certificate shall be effected if, as a result of such transfer, the Certificates would be deemed to be held by more than 100 holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. Persons.

Restrictions on Transfer of Certificates. (a) Each prospective purchaser The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any subsequent transferee other Section referring to the Certificates, "transferred" or a "transfer") only in accordance with this Section 3.10. (b) No transfer of a Certificate (each, a "Prospective Holder"), other than the Depositor and any affiliate, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person be made unless such transfer is (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and is aware that the seller of the Certificate may be relying on the exemption exempt from the registration requirements of the Securities Act provided by Rule 144A of 1933, as amended, and any applicable state securities laws or is acquiring such Certificate for its own account or made in accordance with said Act and laws. Except for the account initial issuance of one the Certificates to the Depositor, the Owner Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer certifying to the Owner Trustee and the Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Owner Trustee or more qualified institutional buyers for whom it is authorized to actthe Insurer, or (Bii) if the investment letter is not delivered, a Person involved written Opinion of Counsel acceptable to and in form and substance satisfactory to the organization Owner Trustee, the Insurer and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor from said Act or operation is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trust Owner Trustee, the Insurer or an affiliate the Sponsor. The Holder of a Certificate desiring to effect such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940transfer shall, as amended (including, but not limited and does hereby agree to, indemnify the Depositor Sponsor, the Owner Trustee and the Insurer against any affiliate). (ii) Such Person understands liability that may result if the Certificates have transfer is not been and will so exempt or is not be registered under the Securities Act and may be offered, sold, pledged, or otherwise transferred only to a person whom the seller reasonably believes is (C) a qualified institutional buyer or (D) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and made in accordance with any applicable securities laws of any such federal and state of the United States. (iii) Such Person understands that the Certificates bear a legend to the following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, CITY CAPITAL MARKETS CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (b) By its acceptance of a Certificate, each Prospective Holder agrees and acknowledges that no legal or beneficial interest in all or any portion of any Certificate may be transferred directly or indirectly to an entity that holds certificates of beneficial interest as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in Accounts of participating organizations (a "Book-Entry Nominee") and any such purported transfer shall be void and have no effectlaws. (c) No transfer of this certificate or The Certificates and any beneficial interest therein shall not be made transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Certificate shall (A) be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to any the Owner Trustee, the performance of every covenant and obligation of the Sponsor hereunder except for the covenants and obligations contained in Sections 2.1, 2.2, 2.3, 2.4, 3.3 and 3.4 of the Sale and Servicing Agreement, Section 7.1 of the Indenture and under the Credit Line Agreements and the Mortgage Notes; (ii) the person unless that acquires a Certificate shall deliver to the Owner Trustee has received and the Insurer an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this subsection 3.10 have been complied with and an Opinion of Counsel stating that such transfer and such supplemental agreement comply with this Section 3.10 and that all conditions precedent provided by this Section 3.10 have been complied with, and the Owner Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the person that acquires a certificate Certificate shall deliver to the Owner Trustee and the Insurer a letter from each Rating Agency confirming that its rating of the Transferee Notes, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the person that acquires a Certificate shall deliver to the Owner Trustee and the Insurer an Opinion of Counsel to the effect that (a) such transferee transfer will not adversely affect the treatment of the Notes after such transfer as debt for federal and applicable state income tax purposes, (ib) is such transfer will not a person which is an employee benefit plan, trust, or account result in the Trust being subject to Title I tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of a Noteholder and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Employee Retirement Income Security Act of 1974Trust, being treated as amended ("ERISA") or Section 4975 of the Code or a governmental plan, taxable mortgage pool as defined in Section 3(327701(i) of ERISA subject the Code; (v) all filings and other actions necessary to any federal, state continue the perfection of the interest of the Trust in the Mortgage Loans and the other property conveyed hereunder shall have been taken or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (any such person being a "plan") made and (iivi) is not an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, substantially in the form attached as Exhibit C to this Agreement, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Certificates to Book-Entry Nominees, and an agreement by the transferee that it will not transfer a Certificate without providing to the Owner Trustee a certificate substantially in the form attached as Exhibit C to this Agreement. (e) The Certificates shall bear an additional legend referring to the restrictions contained in paragraphs (b) through (d) above. (f) Notwithstanding any of the foregoing, the Certificates shall not be transferable without the prior written consent of the Note Insurer. (g) Insurer has been obtained, which consent shall not be unreasonably withheld. Notwithstanding any of the foregoing, the requirement set forth in subclause (i)(A) of this Section 3.10 shall not apply in the event the Owner Trustee and the Insurer shall assure have received a letter from each Rating Agency confirming that its rating of the Notes, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (ii)(A), shall not be reduced or withdrawn without regard to the Policy. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Certificates are transferable only in Percentage Interests to the Depositor. (d) Except for the initial issuance of 10% or morethe Certificates to the Depositor, (ii) no transfer of a Certificate shall be effected if, as made unless the Owner Trustee and the Insurer shall have received a result representation letter from the transferee of such transferCertificate, acceptable to and in form and substance satisfactory to the Owner Trustee and the Insurer, to the effect that such transferee is not a Benefit Plan Investor, which representation letter shall not be an expense of the Owner Trustee. (e) No transfer or pledge of the Certificates would be deemed to be held by shall result in more than 100 98 other holders or beneficial owners within the meaning of Treasury Regulation Section 1.7704-1(h)(1)(ii), (iii) the Certificates will not be listed or traded on any established securities exchange market within the meaning of Treasury Regulation Section 1.7704-1, and (iv) the Certificates are not held by any Non-U.S. PersonsCertificates.