Common use of RESTRICTIONS ON TRANSFERABILITY OF PRIVATE CERTIFICATES Clause in Contracts

RESTRICTIONS ON TRANSFERABILITY OF PRIVATE 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 is available and the prospective transferee of such Certificate (other than a transfer by the Seller to ▇▇▇▇▇▇▇▇▇ or any of its Affiliates, or from ▇▇▇▇▇▇▇▇▇ or any of its Affiliates to another Affiliate of ▇▇▇▇▇▇▇▇▇) 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. In the case of a proposed transfer of a Private Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel 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. (b) The Private Certificates shall each bear a Securities Legend.

RESTRICTIONS ON TRANSFERABILITY OF PRIVATE 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 is available and the prospective transferee of such Certificate (other than a transfer by the Seller to ▇▇▇▇▇▇▇▇▇ or any of its Affiliates, or from ▇▇▇▇▇▇▇▇▇ or any of its Affiliates to another Affiliate of ▇▇▇▇▇▇▇▇▇) 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 - 77 - Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. In the case of a proposed transfer of a Private Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel 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. (b) The Private Certificates shall each bear a Securities Legend.

RESTRICTIONS ON TRANSFERABILITY OF PRIVATE 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 is available and the prospective transferee of such Private Certificate (other than a transfer by the Seller Depositor to ▇▇▇▇▇▇▇▇▇ or any of its Affiliates, or from ▇▇▇▇▇▇▇▇▇ or any of its Affiliates to another Affiliate of ▇▇▇▇▇▇▇▇▇) 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. In the case of a proposed transfer of a any Private Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel 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. (b) The Private Certificates shall each bear a Securities Legend.