Common use of Restrictions on Transfer of Certificates Clause in Contracts

Restrictions on Transfer of Certificates. Notwithstanding anything to the contrary contained in this Agreement, no transfer or exchange of any Certificate or any beneficial interest therein may be made unless Servicer shall have reasonably determined that such transfer (i) is made pursuant to an exemption from the registration requirements of the Securities Act, and is exempt from any applicable state securities or "Blue Sky" laws (or any requirements thereof have been complied with), (ii) would not cause the Trust or Trustee to be in violation of the Investment Company Act or require the Trust or Trustee to register as an investment company under the Investment Company Act, and (iii) would not be in violation of ERISA or make assets of the Trust "plan assets" under ERISA. In the event that such a transfer is to be made, Servicer or Trustee shall require, in order to assure compliance with the Securities Act, the Investment Company Act, ERISA and applicable state securities or "Blue Sky" laws, that any prospective transferee execute and deliver to Servicer, Bond Insurer and Trustee a written certificate, in the form of Exhibit F, as to the facts surrounding such transfer. Servicer, Bond Insurer or Trustee may also require an Opinion of Counsel reasonably satisfactory to each of them that such transfer may be made pursuant to an exemption from the Securities Act and applicable state securities or "Blue Sky" laws (or in compliance therewith), that such transfer would not be or result in a violation of ERISA or make assets of the Trust "plan assets" under ERISA and that such transfer would not result in a violation of the Investment Company Act or require the Trust or Trustee to register as an "investment company" under the Investment Company Act, which Opinion of Counsel shall be delivered to Servicer, Bond Insurer and Trustee and shall be an expense of the Certificateholder desiring to effect such transfer or such Certificateholder's prospective transferee. Neither Servicer, any Certificateholder, Trustee nor any other Person may register any Certificate under the Securities Act or any other securities law.

Restrictions on Transfer of Certificates. Notwithstanding anything to (a) The Certificates have not been and will not be registered under the contrary contained in this Agreement, no Securities Act and will not be listed on any exchange. No transfer or exchange of any a Certificate or any beneficial interest therein may shall be made unless Servicer shall have reasonably determined that such transfer (i) is made pursuant to an exemption effective registration statement under the Securities Act and all applicable state securities laws or is exempt from the registration requirements of under the Securities Act, Act and is exempt from any applicable such state securities or "Blue Sky" laws (or any requirements thereof have been complied with), (ii) would not cause the Trust or Trustee to be in violation of the Investment Company Act or require the Trust or Trustee to register as an investment company under the Investment Company Act, and (iii) would not be in violation of ERISA or make assets of the Trust "plan assets" under ERISAlaws. In the event that such a transfer is to be made, Servicer or Trustee shall require, in order to assure compliance with the Securities Act and state securities laws, any transfer of a Certificate shall be made (A) in reliance on Rule 144A under the Securities Act, in which case, the Investment Company Act, ERISA and applicable state securities or "Blue Sky" laws, Owner Trustee shall require that any prospective transferee execute and the transferor deliver to Servicer, Bond Insurer and Trustee a written certificate, certification substantially in the form of Exhibit FH-1 hereto, as or (B) to an institutional "accredited investor" within the facts surrounding such transfermeaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a "qualified institutional buyer," in which case the Owner Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit H-2 hereto. ServicerIn the event of a transfer of a Certificate, Bond Insurer or Trustee may also require an Opinion of Counsel reasonably satisfactory to each of them that such transfer may be made other than pursuant to an exemption from effective registration statement under the Securities Act and all applicable state securities laws, the Owner Trustee shall require that the transferee deliver a certification substantially in the form of Exhibit H-3 hereto. (b) Each prospective Certificateholder, other than the Depositor or its Affiliates, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that the prospective Certificateholder is not (A) an "Blue Skyemployee benefit plan" laws within the meaning of Section 3(3) of ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) 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 compliance therewith)the entity (each, a "Benefit Plan Investor") and is not directly or indirectly purchasing such Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Certificate to such transfer would Prospective Certificateholder will not be or result in a violation of ERISA or make cause any assets of the Trust to be deemed "plan assets" under ERISA and that such within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer would not result in a violation of the Investment Company Act Certificate will not give rise to a transaction described in Section 406 of ERISA or require Section 4975(c)(1) of the Trust Code for which a statutory or Trustee administrative exemption is unavailable. -97- 105 (c) By its acceptance of a Class B Certificate, each prospective Certificateholder acknowledges that it is not a Non-Permitted Foreign Holder and agrees to register execute a Rule 144A Transfer Certificate in the form of Exhibit H-1 hereto and acknowledges that no legal or beneficial interest in all or any portion of the Class B Certificate may be transferred directly or indirectly to an individual, corporation, partnership or other person who is a Non-U.S. Person, unless such person holds the Class B Certificate in connection with the conduct of a trade or business within the United States, as an evidenced by a duly completed and submitted Form 4224 or successor form, updated at the time or times and in the manner specified by the Code (any such Non-U.S. Person who does not meet such exception being referred to herein as a "investment company" under the Investment Company ActNon-permitted Foreign Holder"), which Opinion of Counsel and any such purported transfer shall be delivered to Servicer, Bond Insurer void and Trustee and shall be an expense of the Certificateholder desiring to effect such transfer or such Certificateholder's prospective transferee. Neither Servicer, any Certificateholder, Trustee nor any other Person may register any Certificate under the Securities Act or any other securities lawhave no effect.

Restrictions on Transfer of Certificates. Notwithstanding anything (a) The Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 3.10 and any other Section referring to the contrary contained Certificates, "transferred" or a "transfer") only in accordance with this Agreement, no Section 3.10. (b) No transfer or exchange of any a Certificate or any beneficial interest therein may shall be made unless Servicer shall have reasonably determined that such transfer (i) is made pursuant to an exemption exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and is exempt from any applicable state securities laws or "Blue Sky" laws (or any requirements thereof have been complied with), (ii) would not cause the Trust or Trustee to be is made in violation of the Investment Company Act or require the Trust or Trustee to register as an investment company under the Investment Company Act, and (iii) would not be in violation of ERISA or make assets of the Trust "plan assets" under ERISA. In the event that such a transfer is to be made, Servicer or Trustee shall require, in order to assure compliance accordance with the Securities ActAct and such state securities laws. Except for the initial issuance of the Certificates to the Originators, the Investment Company ActOwner 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, ERISA certifying to the Owner Trustee and applicable state securities or "Blue Sky" laws, that any prospective transferee execute and deliver to Servicer, Bond the Insurer and Trustee a written certificate, in the form of Exhibit F, as to the facts surrounding such transfer. Servicer, Bond Insurer which investment letter shall not be an expense of the Owner Trustee or Trustee may also require an the Insurer, or (ii) if the investment letter is not delivered, a written Opinion of Counsel reasonably acceptable to and in form and substance satisfactory to each of them the Owner Trustee and the Insurer that such transfer may be made pursuant to an exemption from the Securities Act Act, describing the applicable exemption and applicable state securities the basis therefor, or "Blue Sky" laws (or is being made in compliance therewith), that such transfer would not be or result in a violation of ERISA or make assets of accordance with the Trust "plan assets" under ERISA and that such transfer would not result in a violation of the Investment Company Act or require the Trust or Trustee to register as an "investment company" under the Investment Company Securities Act, which Opinion of Counsel shall be delivered to Servicer, Bond Insurer and Trustee and shall not be an expense of the Certificateholder Owner Trustee, the Insurer or the Sponsor. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Sponsor, the 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 such Certificateholder's prospective transferee. Neither Servicer, federal and state laws. (c) No Certificate or any Certificateholder, Trustee nor any other interest therein shall be transferred except upon satisfaction of the following conditions precedent: (i) the Person may register any that acquires such Certificate shall: (A) be organized and existing under the Securities Act laws of the United States of America or any other securities law.state thereof or the District of Columbia; (B) expressly assume, by an agreement supplemental hereto, executed and delivered to 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 and

Restrictions on Transfer of Certificates. Notwithstanding ---------------------------------------- anything to the contrary contained in this Agreement, no transfer or exchange of any Certificate or any beneficial interest therein may be made unless Servicer shall have reasonably determined that the transfer of such transfer Certificate (ia) is made pursuant to an exemption from the registration requirements of the Securities Act, and is exempt from any applicable state securities or "Blue Sky" laws (or any requirements thereof have been complied with), (iib) would not cause the Trust or Trustee to be in violation of the Investment Company Act or require the Trust or Trustee to register as an investment company under the Investment Company Act, and (iiic) would not be in violation of ERISA or make assets of the Trust "plan assets" under ERISA. In the event that such a transfer is to be made, Servicer or Trustee shall require, in order to assure compliance with the Securities Act, the Investment Company Act, ERISA and applicable state securities or "Blue Sky" laws, that any prospective transferee execute and deliver to Servicer, Bond Insurer the Controlling Party and Trustee a written certificate, in the form of Exhibit "F", as to the facts surrounding such transfer. Servicer, Bond Insurer ----------- the Controlling Party or Trustee may also require an Opinion of Counsel reasonably satisfactory to each of them that such transfer may be made pursuant to an exemption from the Securities Act and applicable state securities or "Blue Sky" laws (or in compliance therewith), that such transfer would not be or result in a violation of ERISA or make assets of the Trust "plan assets" under ERISA and that such transfer would not result in a violation of the Investment Company Act or require the Trust or Trustee to register as an "investment company" under the Investment Company Act, which Opinion of Counsel shall be delivered to Servicer, Bond Insurer the Controlling Party and Trustee and shall be an expense of the Certificateholder desiring to effect such transfer or such Certificateholder's prospective transferee. Neither Servicer, any Certificateholder, Trustee nor any other Person may register any Certificate under the Securities Act or any other securities law.