Common use of Transfer and Exchange of Call Warrants Clause in Contracts

Transfer and Exchange of Call Warrants. (a) No Call Warrant may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act after the later of the original issue date of such Call Warrants and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Call Warrant (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act, and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any offer, resale, assignment or transfer of any Call Warrant in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Call Warrants to be transferred substantially in the form of Exhibit A hereto. Prior to any offer, resale, assignment or transfer of any Call Warrants in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv). In addition to the foregoing, each prospective transferee of any Call Warrants in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows:

Transfer and Exchange of Call Warrants. (a) No Call Warrant may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act after the later of the original issue date of such Call Warrants and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Call Warrant (or any predecessor thereto) or (y) or such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act, and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any offer, resale, assignment or transfer of any Call Warrant in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Call Warrants to be transferred substantially in the form of Exhibit A heretoC to the Series Supplement. Prior to any offer, resale, assignment or transfer of any Call Warrants in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv). In addition to the foregoing, each prospective transferee of any Call Warrants in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows:

Transfer and Exchange of Call Warrants. (a) No Call Warrant may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act after the later of the original issue date of such Call Warrants and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Call Warrant (or any predecessor thereto) or (y) or such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act, and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any offer, resale, assignment or transfer of any Call Warrant in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Call Warrants to be transferred substantially in the form of Exhibit A hereto. Prior to any offer, resale, assignment or transfer of any Call Warrants in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv). In addition to the foregoing, each prospective transferee of any Call Warrants in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows:

Transfer and Exchange of Call Warrants. (a) No Call Warrant may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act after the later of the original issue date of such Call Warrants and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Call Warrant (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act, and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any offer, resale, assignment or transfer of any Call Warrant in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Call Warrants to be transferred substantially in the form of Exhibit A attached hereto. Prior to any offer, resale, assignment or transfer of any Call Warrants in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv). In addition to the foregoing, each prospective transferee of any Call Warrants in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows:

Transfer and Exchange of Call Warrants. (ai) No Call Warrant may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act after the later of the original issue date of such Call Warrants and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Call Warrant (or any predecessor thereto) or (y) or such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act, and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any offer, resale, assignment or transfer of any Call Warrant in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Call Warrants to be transferred substantially in the form of Exhibit A heretoC to the Series Supplement. Prior to any offer, resale, assignment or transfer of any Call Warrants in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv). In addition to the foregoing, each prospective transferee of any Call Warrants in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows:

Transfer and Exchange of Call Warrants. (a) No Call Warrant may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years or such shorter period of time as permitted by Rule 144(k) under the Securities Act after the later of the original issue date of such Call Warrants and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Call Warrant (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act, and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any offer, resale, assignment or transfer of any Call Warrant in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Call Warrants to be transferred substantially in the form of Exhibit A heretoC to the Series Supplement. Prior to any offer, resale, assignment or transfer of any Call Warrants in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv). In addition to the foregoing, each prospective transferee of any Call Warrants in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows:

Transfer and Exchange of Call Warrants. (a) No Call Warrant may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years years, or such shorter period of time as permitted by Rule 144(k) under the Securities Act Act, after the later of the original issue date of such Call Warrants Warrant and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Call Warrant (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination DateRESALE RESTRICTION TERMINATION DATE") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule RULE 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities ActAct (including transfers to Accredited Investors), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Notwithstanding the foregoing, the Call Warrants may not be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time unless the prospective transferee is acquiring the Class X Certificates and the Call Warrants concurrently. Prior to any offer, resale, assignment or transfer of any Call Warrant in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Call Warrants Warrant to be transferred substantially in the form of Exhibit A heretohereto and in the event the resale, assignment or transfer shall involve Call Warrants then being held in physical form, such Call Warrants shall be delivered to the Trustee for cancellation and the Trustee shall instruct the Depository to increase the aggregate notional amount of the Call Warrants held in book-entry form by an amount equal to the aggregate notional amount of the Call Warrants so resold, assigned or transferred and to issue a beneficial interest in such global Call Warrants to such transferee. Prior to any offer, resale, assignment or transfer of any Call Warrants in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv)) and, in the event any such Call Warrant shall then be held in book-entry form and such resale, assignment or transfer shall be to an Accredited Investor that is not a QIB, the Trustee shall instruct the Depository to decrease the aggregate notional amount of the Call Warrants held in book-entry form and the Trustee shall authenticate and deliver one or more Call Warrants in physical form in an aggregate notional amount equal to the amount of Call Warrants resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any Call Warrants in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: