Common use of Restrictions on Transferability of Certificates Clause in Contracts

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date, (ii) the transfer of any Class of Certificates, including the Class R-X Certificates, to any NIM Issuer or any NIM Trustee, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel addressed to the Trustee that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates Certificate on the Closing Date, (ii) the transfer of any Class of Certificates, Certificates including the Class R-X Certificates, Certificate to any NIM Issuer or any NIM Trustee, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates Certificate to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee Securities Administrator may require an Opinion of Counsel addressed to the Trustee Securities Administrator that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee Securities Administrator or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date, (ii) the transfer of any Class of Certificates, including the Class R-X Certificates, NIM Securities to any the NIM Issuer or any the NIM Trustee, or (iii) a transfer of the Class XP Certificates Certificate or the Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel addressed to the Trustee that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates Certificate on the Closing Date, (ii) the transfer of any Class of Certificates, Certificates including the Class R-X Certificates, Certificates and the Class B-IO Certificates to any NIM Issuer or any NIM TrusteeTrustee or in connection with the issuance of any NIM Securities, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates Certificate to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee Securities Administrator may require an Opinion of Counsel addressed to the Trustee Securities Administrator that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee Securities Administrator or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) Any single Certificate may be transferred only in whole and not in part. No offertransfer, sale, transfer pledge or other disposition (including pledge) of any Certificate or interest therein shall be made by any Holder thereof unless registered under the Securities Actthat transfer, sale, pledge or an exemption other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date, (ii) the transfer of any Class of Certificates, including the Class R-X Certificates, to any NIM Issuer or any NIM Trusteelaws, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be otherwise made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance accordance with the Securities Act and such state securities laws, and the prospective transferee . No transfer of a Certificate may be made (i) to any Person other than a QIB or an Affiliate of the DepositorTrust or (ii) to any Person that would require the Trust to be registered as an investment company under the Investment Company Act. If such transfer is to be made to any Person who is not an Affiliate of the Trust, then the Certificate Registrar shall refuse to register such Certificate signs transfer unless it receives (and delivers upon receipt, may conclusively rely upon) a certificate from the Certificateholder desiring to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, effect such transfer substantially in the form set forth attached as Exhibit F-l hereto, or E-1 hereto and a Rule 144A Certificate, if the certificate from such Certificateholder’s prospective transferee is a QIB, substantially in the form set forth attached as Exhibit F-2 E-2 hereto. Notwithstanding the provisions None of the immediately preceding sentenceTrust, no restrictions shall apply with respect the Depositor, the Owner Trustee or the Certificate Registrar is obligated to the transfer register or registration of transfer of a beneficial interest in qualify any Certificate that is a Global Certificate of a Class under the Securities Act or any other securities laws or to a transferee that takes delivery in take any action not otherwise required under this Agreement to permit the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transferee other than transfer of a QIBCertificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Owner Trustee and the Certificate Registrar against any liability that may require an Opinion result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (a) No transfer of Counsel addressed any Certificate or any interest therein shall be made (i) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to Title I of ERISA, Section 4975 of the Code or any applicable provisions of federal, state or local law materially similar to the Trustee that such transaction is exempt from the registration requirements foregoing provisions of the Securities Act. The cost of such opinion shall not be an expense of the Trustee ERISA or the Trust FundCode (each, a “Plan”), or (ii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. (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 individual, corporation, partnership or other Person unless such transferee is a United States Person and any such purported transfer shall, to the fullest extent permitted by law, be void and of no effect. (c) The Private Certificates shall each bear a Securities Legendlegend describing or referencing the restrictions on transferability set forth in this Section 3.07. (d) Notwithstanding the foregoing transfer restrictions to the contrary, a Holder of a Series D-2 Certificate shall be entitled to pledge or otherwise transfer (without meeting the requirements of any such restrictions) its Certificate to the trustee under the Pass Through Trust Agreement, dated as of June 3, 1999, among Northwest Airlines, Inc., Northwest Airlines Corporation and U.S. Bank Trust National Association, as successor to State Street Bank and Trust Company of Connecticut, National Association, as supplemented by Trust Supplement No. 2003-1, dated , 2003, relating to the Northwest Airlines 2003-1 Pass Through Trust.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "“Blue Sky" ” laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date, (ii) the transfer of any Class of Certificates, including the Class R-X Certificates, to any NIM Issuer or any NIM Trustee, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel addressed to the Trustee that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date, (ii) the transfer of any Class of Certificates, including the Class R-X Certificatesavailable and, to any NIM Issuer or any NIM Trusteethe extent required pursuant to Section 5.02 hereof, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee of such Certificate (other than a transfer by the DepositorDepositor to Xxxxxxxxx or any of its Affiliates, or from Xxxxxxxxx or any of its Affiliates to another Affiliate of Xxxxxxxxx) of such Certificate signs and delivers to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel addressed to the Trustee that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee or the Trust FundTrust. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates Certificate on the Closing Date, (ii) the transfer of any the Class of Certificates, including the XP Certificates or Class R-X Certificates, Certificate to any the NIM Issuer or any the NIM Trustee, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates Certificate to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee Securities Administrator may require an Opinion of Counsel addressed to the Trustee Securities Administrator that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee Securities Administrator or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class I-XP Certificates or Class R-X Certificates Certificate on the Closing Date, (ii) the transfer of any Class of Certificates, Certificates including the Class R-X Certificates, Certificate to any the NIM Issuer or any the NIM Trustee, or (iii) a transfer of the Class I-XP Certificates or the Class R-X Certificates Certificate to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee Securities Administrator may require an Opinion of Counsel addressed to the Trustee Securities Administrator that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee Securities Administrator or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) Any single Certificate may be transferred only in whole and not in part. No offertransfer, sale, transfer pledge or other disposition (including pledge) of any Certificate or interest therein shall be made by any Holder thereof unless registered under the Securities Actthat transfer, sale, pledge or an exemption other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date, (ii) the transfer of any Class of Certificates, including the Class R-X Certificates, to any NIM Issuer or any NIM Trusteelaws, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be otherwise made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance accordance with the Securities Act and such state securities laws, and the prospective transferee . No transfer of a Certificate may be made (i) to any Person other than a QIB or an Affiliate of the DepositorTrust or (ii) to any Person that would require the Trust to be registered as an investment company under the Investment Company Act. If such transfer is to be made to any Person who is not an Affiliate of the Trust, then the Certificate Registrar shall refuse to register such Certificate signs transfer unless it receives (and delivers upon receipt, may conclusively rely upon) a certificate from the Certificateholder desiring to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, effect such transfer substantially in the form set forth attached as Exhibit F-l hereto, or D-1 hereto and a Rule 144A Certificate, if the certificate from such Certificateholder’s prospective transferee is a QIB, substantially in the form set forth attached as Exhibit F-2 D-2 hereto. Notwithstanding the provisions None of the immediately preceding sentenceTrust, no restrictions shall apply with respect the Depositor, the Owner Trustee or the Certificate Registrar is obligated to the transfer register or registration of transfer of a beneficial interest in qualify any Certificate that is a Global Certificate of a Class under the Securities Act or any other securities laws or to a transferee that takes delivery in take any action not otherwise required under this Agreement to permit the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate or interest therein without registration or qualification. Any Certificateholder desiring to effect a transferee other than transfer of a QIBCertificate or an interest therein shall, and does hereby agree to, indemnify the Trust, the Depositor, the Owner Trustee and the Certificate Registrar against any liability that may require an Opinion result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (a) No transfer of Counsel addressed any Certificate or any interest therein shall be made (i) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to Title I of ERISA, Section 4975 of the Code or any applicable provisions of federal, state or local law materially similar to the Trustee that such transaction is exempt from the registration requirements foregoing provisions of the Securities Act. The cost of such opinion shall not be an expense of the Trustee ERISA or the Trust FundCode (each, a “Plan”), or (ii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. (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 individual, corporation, partnership or other Person unless such transferee is a United States Person and any such purported transfer shall, to the fullest extent permitted by law, be void and of no effect. (c) The Private Certificates shall each bear a Securities Legendlegend describing or referencing the restrictions on transferability set forth in this Section 3.07. (d) Notwithstanding the foregoing transfer restrictions to the contrary, a Holder of a Series D-2 Certificate shall be entitled to pledge or otherwise transfer (without meeting the requirements of any such restrictions) its Certificate to the trustee under the Pass Through Trust Agreement, dated as of June 3, 1999, among Northwest Airlines, Inc., Northwest Airlines Corporation and U.S. Bank Trust National Association, as successor to State Street Bank and Trust Company of Connecticut, National Association, as supplemented by Trust Supplement No. 2003-1, dated , 2003, relating to the Northwest Airlines 2003-1 Pass Through Trust.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Private Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws or is availableexempt from the registration requirements under the Securities Act and such state securities or "Blue Sky" laws. Except with respect to (i) in the case of the initial sale and transfer of the Class XP Private Certificates or Class R-X Certificates on the Closing Date, (ii) the transfer of any Class of Certificates, including the Class R-X Certificates, to any NIM Issuer or any NIM Trustee, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates to from the Depositor or any Affiliate of the Depositorto Bear, Stearns & Co. Inc., xx xxxxial purchaser, in the event that a an offer, sale, transfer or other disposition of a Certificate which is a Physical Private Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with registration requirements of the Securities Act and such state securities or "Blue Sky" laws, the Holder desiring to effect such transfer and the such Holder's prospective transferee (other than the Depositor) of such Certificate signs and delivers shall each certify to the Trustee in writing the facts surrounding the transfer by (i) the delivery to the Trustee by the Holder desiring to effect such transfer of the Tranferor Certificate, in the form set forth in Exhibit E hereto, and (ii) the delivery by the Holder's prospective transferee of (x) an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l F hereto, or (y) a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 G hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferor shall be deemed to have made such representations and warranties contained in the Transferor Certificate and each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee may (but shall not be obligated to) require an Opinion of Counsel addressed to the Trustee that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "“Blue Sky" ” laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates Certificate on the Closing Date, (ii) the transfer of any Class of Certificates, Certificates including the Class R-X Certificates, Certificate to any NIM Issuer or any NIM Trustee, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates Certificate to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee Securities Administrator may require an Opinion of Counsel addressed to the Trustee Securities Administrator that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee Securities Administrator or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.

Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date, (ii) the transfer of any Class of Certificates, including the Class R-X Certificates, Certificates to any NIM Issuer or any NIM TrusteeTrustee or in connection with the issuance of any NIM Securities, or (iii) a transfer of the Class XP Certificates or the Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided that each such transferee shall be deemed to have made such representations and warranties contained in the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee Securities Administrator may require an Opinion of Counsel addressed to the Trustee Securities Administrator that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee Securities Administrator or the Trust Fund. (b) The Private Certificates shall each bear a Securities Legend.