Common use of Restrictions on Transfer of Transferor Certificates Clause in Contracts

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated or otherwise conveyed (collectively, for purposes of this Section 6.5 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.5. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Transferor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district of Columbia thereof (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c) to amounts payable to such Transferor or such transferee hereunder; (ii) the Transferor shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c) and that all conditions precedent provided by this Section 6.5(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(c) have been complied with, and the 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 Transferor shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policy, will not be reduced or withdrawn; (iv) the Transferor shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, or any "portion" of the Trust Fund, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 6.5(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy, shall not be reduced or withdrawn.

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee and the Transferor that such transfer may be made pursuant to an exemptionTransferor, describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c6.05(c) to amounts payable to such Transferor or such transferee hereunderunder Sections 5.01(a)(xii) and 5.01(g); (ii) the Holder of the Transferor Certificates shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c6.05(c) and that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with, and the 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 Transferor Certificates shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policytransfer, will not be reduced or withdrawnwithdrawn without regard to the Policy; (iv) the transferee of the Transferor Certificates shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, Agreement or any "portion" of the Trust FundTrust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 7.07 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 6.5(c6.05(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy), shall not be reduced or withdrawn. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Transferor Certificates to the Transferor.

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee and the Transferor that such transfer may be made pursuant to an exemptionTransferor, describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance sub- stance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c6.05(c) to amounts payable to such Transferor or such transferee hereunderunder Sections 5.01(a)(x) and 5.01(f); (ii) the Holder of the Transferor Certificates shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c6.05(c) and that all conditions precedent provided by this Section 6.5(c6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(c6.05(c) have been complied with, and the 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 Transferor Certificates shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policytransfer, will not be reduced or withdrawnwithdrawn without regard to the Policy; (iv) the transferee of the Transferor Certificates shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, Agreement or any "portion" of the Trust FundTrust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 7.07 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 6.5(c6.05(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy), shall not be reduced or withdrawn. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Transferor Certificates to the Transferor. (d) Except for the initial issuance of the Transferor Certificate to the Transferor, no transfer of a Transferor Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, 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 any such plan, which representation letter shall not be an expense of the Trustee, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60, or (iii) in the case of any Transferor Certificate presented for registration in the name of an employee benefit plan subject to ERISA, and Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan, an Opinion of Counsel to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor.

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee Transferor (and the any subsequent transfer by such Transferor that such transfer may be made pursuant to an exemptionone of its Affiliates), describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c6.05(c) to amounts payable to such Transferor or such transferee hereunderunder Sections 5.01(a)(x) and 5.01(g); (ii) the Holder of the Transferor Certificates shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c6.05(c) and that all conditions precedent provided by this Section 6.5(c6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(c6.05(c) have been complied with, and the 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 Transferor Certificates shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policytransfer, will not be reduced or withdrawnwithdrawn without regard to the Policy; (iv) the transferee of the Transferor Certificates shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, Agreement or any "portion" of the Trust FundTrust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 7.07 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(Ai) (A) of this Section 6.5(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy, shall not be reduced or withdrawn.6.05

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee and the Transferor that such transfer may be made pursuant to an exemptionTransferor, describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c6.05(c) to amounts payable to such Transferor or such transferee hereunderunder Sections 5.01(a)(x) and 5.01(g); (ii) the Holder of the Transferor Certificates shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c6.05(c) and that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with, and the 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 Transferor Certificates shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policytransfer, will not be reduced or withdrawnwithdrawn without regard to the Policy; (iv) the transferee of the Transferor Certificates shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, Agreement or any "portion" of the Trust FundTrust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 7.07 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 6.5(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy, shall not be reduced or withdrawn.6.05

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee Transferor (and the any subsequent transfer by such Transferor that such transfer may be made pursuant to an exemptionone of its Affiliates), describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c6.05(c) to amounts payable to such Transferor or such transferee hereunderunder Sections 5.01(a)(xv) and 5.01(h); (ii) the Holder of the Transferor Certificates shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c6.05(c) and that all conditions precedent provided by this Section 6.5(c6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(c6.05(c) have been complied with, and the 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 Transferor Certificates shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policytransfer, will not be reduced or withdrawnwithdrawn [without regard to the Policy]; (iv) the transferee of the Transferor Certificates shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, Agreement or any "portion" of the Trust FundTrust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 7.07 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(Ai) (A) of this Section 6.5(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy, shall not be reduced or withdrawn.6.05

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee and the Transferor that such transfer may be made pursuant to an exemptionTransferor, describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c6.05(c) to amounts payable to such Transferor or such transferee hereunderunder Sections 5.01(a)(x) and 5.01(g); (ii) the Holder of the Transferor Certificates shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c6.05(c) and that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with, and the 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 Transferor Certificates shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policytransfer, will not be reduced or withdrawnwithdrawn without regard to the Policy; (iv) the transferee of the Transferor Certificates shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, Agreement or any "portion" of the Trust FundTrust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 7.07 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 6.5(c6.05(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy), shall not be reduced or withdrawn. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Transferor Certificates to the Transferor. (d) Except for the initial issuance of the Transferor Certificate to the Transferor, no transfer of a Transferor Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, 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 any such plan, which representation letter shall not be an expense of the Trustee, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60, or (iii) in the case of any Transferor Certificate presented for registration in the name of an employee benefit plan subject to ERISA, and Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan, an Opinion of Counsel to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor.

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee and the Transferor that such transfer may be made pursuant to an exemptionTransferor, describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c6.05(c) to amounts payable to such Transferor or such transferee hereunderunder Sections 5.01(a)(xii) and 5.01(g); (ii) the Holder of the Transferor Certificates shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c6.05(c) and that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with, and the 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 Transferor Certificates shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policytransfer, will not be reduced or withdrawnwithdrawn without regard to the Policy; (iv) the transferee of the Transferor Certificates shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, Agreement or any "portion" of the Trust FundTrust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 7.07 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 6.5(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy, shall not be reduced or withdrawn.6.05

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee and the Transferor that such transfer may be made pursuant to an exemptionTransferor, describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee trans- feree to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Trans- feror Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee trans- feree under this Section 6.5(c) to amounts payable to such Transferor or such transferee hereunder; (ii) the Transferor shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c) and that all conditions precedent provided by this Section 6.5(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(c) have been complied with, and the 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 Transferor shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policy, will not be reduced or withdrawn; (iv) the Transferor shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, or any "portion" of the Trust Fund, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 6.5(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy, shall not be reduced or withdrawn.6.05

Restrictions on Transfer of Transferor Certificates. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, participated hypothecated or otherwise conveyed (collectively, for purposes of this Section 6.5 6.05 and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section 6.56.05. (b) No transfer of a Transferor Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. The Trustee shall require a written Opinion Except for the initial issuance of Counsel acceptable to and in form and substance satisfactory the Transferor Certificate to the Trustee and the Transferor that such transfer may be made pursuant to an exemptionTransferor, describing the applicable exemption and the basis therefor, from such Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, and the Trustee shall require (i) the transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Trustee certifying to the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeTrustee or (ii) if the investment letter is not delivered, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act or is being made pursuant to said Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor. The Holder of a Transferor Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Transferor and the Certificate Insurer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Transferor Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Transferor Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district District of Columbia thereof thereof, (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Transferor hereunder with respect to the assets evidenced by the Transferor Certificates, and (C) as part of its acquisition of a Transferor Certificate, acquire all rights of the related Transferor or any transferee under this Section 6.5(c6.05(c) to amounts payable to such Transferor or such transferee hereunderunder Sections 5.01(a)(x) and 5.01(g); (ii) the Holder of the Transferor Certificates shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.5(c6.05(c) and that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.5(csubsection 6.05(c) have been complied with, and the 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 Transferor Certificates shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policytransfer, will not be reduced or withdrawnwithdrawn without regard to the Policy; (iv) the transferee of the Transferor Certificates shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to 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 an Investor Certificateholder or any Certificate Owner and (d) such transfer will not result in the arrangement created by this agreement, Agreement or any "portion" of the Trust FundTrust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue 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 transferee shall have assumed the obligations of the Transferor pursuant to Section 7.7 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 6.5(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A) without taking into account the Certificate Insurance Policy, shall not be reduced or withdrawn.Trust