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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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 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.

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.

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.