Common use of Limitation on Transfer of Ownership Rights Clause in Contracts

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer and the Company 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.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of a Class X-IO or Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class X-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class X-IO or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee, which Opinion of Counsel shall not be at the expense of either the Depositor, the Trustee or the Trust Estate, to the effect that the purchase or holding of any Class X-IO or Class R Certificates will not result in any non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the CompanySeller, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Seller and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Seller and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the CompanySeller. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer and the Company Seller 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.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class B-3, Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class B-3, Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting (other than the Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting (other than the Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of a Class X-IO or Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class X-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a “Plan”), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class X-IO or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee, which Opinion of Counsel shall not be at the expense of either the Depositor, the Trustee or the Trust Estate, to the effect that the purchase or holding of any Class X-IO or Class R Certificates will not result in any non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). The Residual Certificates are not transferable except that the Owner of the Tax Matters Person Residual Interest may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof. (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Dayday, (i) the Trustee and or the Company Depositor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Certificate Insurer or the Certificate InsurerTrust Estate, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to each of the Company and the Certificate Insurer Sellers certifying to the Trustee, the Certificate Insurer and each of the Company Sellers and the Certificate Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or either of the CompanySellers. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Certificate Insurer and each of the Company Sellers 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) [RESERVED]. (d) No transfer of a Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Class R 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 plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. By its acceptance or acquisition of a Class B, the transferee shall be deemed to have represented that it either (i) is not a Plan and is not acquiring its interest in such Class B with assets of a Plan or (ii) is an insurance company acquiring its interest as permitted in accordance with Prohibited Transaction Exemption 95-60. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee a representation letter as described above shall be null and void and of no effect. (e) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Sellers or the Servicer. No sale or other transfer of any Offered Certificate may be made to an affiliate of either Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel acceptable to the Trustee and the Certificate Insurer experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Home Equity Loans to the Trust as a sale. No sale or other transfer of the Residual Certificate issued to ContiFunding Corporation on the Startup Day may be transferred or sold to any Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting (other than the Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95 60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95 60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibits I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibits I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95 60 and the purchase and holding of the Certificate are covered under Section I and III of PTCE 95 60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee and the Company Certificate Insurer, the Trustee or the Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Trustee and the Certificate Insurer in to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor and the Company Sellers 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) No transfer of a Class X-IO or Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class X-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class X-IO or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer, which Opinion of Counsel shall not be at the expense of either the Depositor, the Trustee, the Certificate Insurer or the Trust Estate, to the effect that the purchase or holding of any Class X-IO or Class R Certificates will not result in any non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an Opinion of Counsel as described above shall be null and void and of no effect.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Unregistered Certificate (other than the initial sale of the Unregistered Certificates upon the issuance thereof) shall be made to any Person unless such Person delivers to the Trustee (i) a completed certificate in the form attached as Exhibit D hereto, (ii) if required by the terms of such certificate, an opinion to the effect that such sale or other transfer will not violate any applicable federal or state securities laws and (iii) an opinion that such transfer will not jeopardize the REMIC status of either REMIC or the deductibility of interest with respect to the Certificates; no sale or other transfer of any Unregistered Certificate shall be made to any Person until such Person delivers to the CompanyTrustee either (i) an opinion of counsel from the prospective transferee of such Certificate, any Originator acceptable to, and in form and substance satisfactory to the Seller, to the effect that such transferee is not a pension or any benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of their respective affiliates1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investments in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise, collectively, a "Plan" or (ii) the representation set forth in Paragraph D of Exhibit D hereto. (b) No sale or other transfer of record or beneficial ownership of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit E. Each holder of a Class R Certificate, Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other Notwithstanding anything to the contrary herein, no sale or other transfer of record or beneficial ownership of a Class R B Certificate or a Residual Certificate shall be made unless to any Person until such transfer is exempt from Person delivers to the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, Trustee either (i) the Trustee and the Company shall require a written an opinion of counsel from the prospective transferee of such Certificate, acceptable to to, and in form and substance satisfactory to the Company and Seller, to the Certificate Insurer in the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws transferee is not a Plan or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Trustee, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and representation set forth in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding Paragraph D of Exhibit D hereto. Any such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Certificate Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the TrusteeSeller, the Master Servicer, the Transferor, the Certificate Insurer and the Company Trustee against any liability liability, cost or expense (including attorney's fees) that may result if the transfer is not so exempt or is not made in accordance with violation of such federal and state lawsstatute.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate or assignment of an interest in the Lower-Tier REMIC Residual Class (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate or assignment of an interest in the Lower-Tier REMIC Residual Class (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R CertificateCertificate or Lower-Tier REMIC Residual Class. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). The Lower-Tier REMIC Residual Class is not transferable except that the Owner of the Tax Matters Person Residual Interest in the Lower-Tier REMIC may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof. (cb) No other sale or other transfer of record or beneficial ownership of a Class C Certificate or a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and or the Company Depositor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Depositor in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, Trustee or the Trust Estate or the Certificate InsurerEstate, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to each of the Company and the Certificate Insurer Sellers certifying to the Trustee, Trustee and each of the Certificate Insurer and the Company Sellers the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, or either of the Certificate Insurer or the CompanySellers. The Owner of a Class C Certificate or a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and each of the Company Sellers 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) No transfer of a Mezzanine Certificate, Class B Certificate, Class C Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate, Class C Certificate or Class R 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 plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee a representation letter as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Sellers or the Servicer. No sale or other transfer of any Offered Certificate may be made to an affiliate of either Seller unless the Trustee shall have been furnished with an opinion of counsel acceptable to the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Home Equity Loans to the Trust as a sale. No sale or other transfer of the Class R Certificate issued to ContiFunding Corporation on the Startup Day may be transferred or sold to any Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. Furthermore, before the earlier of (i) the date on which the Funding Period expires and (ii) the date on which the Department of Labor amends Prohibited Transaction Exemption 90-32 to permit the use of pre-funding accounts thereunder, no sale or other transfer of record or beneficial ownership of any Class A Certificate shall be made to any Person until such Person delivers to the Trustee an opinion of counsel from the prospective transferee of such Certificate, from the prospective transferee of such Certificate, acceptable to, and in form and substance satisfactory to the Company, to the effect that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise (collectively, a "Plan"). (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwisePlan. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer and the Company 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.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee to the Trustee and the Company Certificate Insurer, the Trustee or the Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Trustee and the Certificate Insurer in to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit J-1 or J-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor and the Company Seller 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) No transfer of a Class X-IO or Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class X-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class X-IO or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer, which Opinion of Counsel shall not be at the expense of either the Trustee, the Certificate Insurer or the Trust, to the effect that the purchase or holding of any Class X-IO or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an Opinion of Counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates. (e) No sale or other transfer of any Class R Certificate shall be made to the Seller. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates may be transferred to CHEC Residual Corporation, a Nevada corporation and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator Sponsor or any of their its respective affiliates, the Servicer, any Sub-Servicer or the Trust. (b) No sale or other transfer of record or beneficial ownership of a Class R any Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R any Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner a Holder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment substantially in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R any Residual Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Unregistered Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Daymade, (i) the Trustee and or the Company Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Trustee or the Certificate InsurerSponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Sponsor certifying to the Trustee, the Certificate Insurer Trustee and the Company Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner Holder of a Class R Unregistered Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Trustee and the Company Sponsor 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. (d) Notwithstanding the foregoing, no sale or other transfer of record or beneficial ownership of a Class B Certificate or a Residual Certificate shall be made unless the Trustee shall have received 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 plan nor other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to affect such transfer.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee and or the Company Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Seller, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding such transferof Exhibit J-1 or J-2, which investment letter shall not be an expense of the Seller, the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor and the Company Seller 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) No transfer of a Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 is provided by the transferee to the Trustee and the Company Certificate Insurer, the Trustee or the Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Trustee and the Certificate Insurer in to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor and the Company Sellers 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) No transfer of a Class X-IO or Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class X-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class X-IO or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer, which Opinion of Counsel shall not be at the expense of either the Trustee, the Certificate Insurer or the Trust, to the effect that the purchase or holding of any Class X-IO or Class R Certificates will not result in any non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an Opinion of Counsel as described above shall be null and void and of no effect.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the CompanySeller, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Seller and the Certificate Insurer in the event that such 203968.5d transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Seller and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the CompanySeller. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer and the Company Seller 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.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class M-10, Class X-IO, Class P or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class M-10, Class X-IO, Class P or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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. (i) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting (other than the Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Interest Rate Swap Agreement shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibits I-1 or I-2 to the effect that either (X) such transferee is not a Plan nor is acting for, on behalf of, or with the assets of any such Plan to effect such transfer or (Y) the acquisition and holding of the ERISA-Restricted Swap Certificate are eligible for exemptive relief under the statutory exemption for nonfiduciary service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-0, XXXX 00-00, XXXX 95-60 or PTCE 96-23 or some other applicable exemption. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Swap Certificate on behalf of a Plan without the delivery to the Trustee of a representation letter as described above shall be void and of no effect. If the ERISA-Restricted Swap Certificate is a Book-Entry Certificate, the transferee will be deemed to have made a representation as provided in clause (X) or (Y) of this paragraph, as applicable. If any ERISA-Restricted Swap Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding paragraph, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate, retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Swap Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Trustee, the Depositor, the Servicer or the Sellers from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall be under no liability to any Person for any registration of transfer of any ERISA‑Restricted Swap Certificate that is in fact not permitted by this Section 5.08(c)(ii) or for making any payments due on such Certificate to the Owner thereof or taking any other action with respect to such Owner under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates, Class P Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to Nationstar Mortgage and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to Nationstar Mortgage on the Startup Day and (2) the contemporaneous transfer of such Certificates to Nationstar Residual LLC, a Delaware limited liability company, the Depositor or any trust formed and wholly owned by the Depositor. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates, Class P Certificates and Class X-IO Certificates may be transferred to Nationstar Residual LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, the Depositor or any trust formed and wholly owned by the Depositor without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator Sponsor or any of their its respective affiliates, the Servicer, any Sub-Servicer or the Trust. (b) No sale or other transfer of record or beneficial ownership of a Class R any Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R any Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner a Holder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment substantially in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R any Residual Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b)Section. (c) No other sale or other transfer of record or beneficial ownership of a Class R Unregistered Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Daymade, (i) the Trustee and or the Company Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Trustee or the Certificate InsurerSponsor, and (ii) the Trustee shall require the Transferee transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Sponsor certifying to the Trustee, the Certificate Insurer Trustee and the Company Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner Holder of a Class R Unregistered Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Trustee and the Company Sponsor 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. (d) Notwithstanding the foregoing, no sale or other transfer of record or beneficial ownership of a Class B Certificate or a Residual Certificate shall be made unless the Trustee shall have received 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 plan nor other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to affect such transfer.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee to the Trustee and the Company Certificate Insurer, the Trustee or the Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Trustee and the Certificate Insurer in to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit J-1 or J-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor and the Company Seller 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) No transfer of a Class X-IO or Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class X-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class X-IO or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer, which Opinion of Counsel shall not be at the expense of either the Trustee, the Certificate Insurer or the Trust, to the effect that the purchase or holding of any Class X-IO or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an Opinion of Counsel as described above shall be null and void and of no effect. (d) [Reserved] (e) No sale or other transfer of any Class R Certificate shall be made to the Seller. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates may be transferred to CHEC Residual Corporation, a Nevada corporation and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class M-10, Class M-11, Class X-IO, Class P or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class M-10, Class M-11, Class X-IO, Class P or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Seller 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. (i) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting (other than the Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Interest Rate Swap Agreement shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibits I-1 or I-2 to the effect that either (X) such transferee is not a Plan nor is acting for, on behalf of, or with the assets of any such Plan to effect such transfer or (Y) the acquisition and holding of the ERISA-Restricted Swap Certificate are eligible for exemptive relief under the statutory exemption for nonfiduciary service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-0, XXXX 00-00, XXXX 95-60 or PTCE 96-23 or some other applicable exemption. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Swap Certificate on behalf of a Plan without the delivery to the Trustee of a representation letter as described above shall be void and of no effect. If the ERISA-Restricted Swap Certificate is a Book-Entry Certificate, the transferee will be deemed to have made a representation as provided in clause (X) or (Y) of this paragraph, as applicable. If any ERISA-Restricted Swap Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding paragraph, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate, retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Swap Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Trustee, the Depositor, the Servicer or the Seller from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall be under no liability to any Person for any registration of transfer of any ERISA‑Restricted Swap Certificate that is in fact not permitted by this Section 5.08(c)(ii) or for making any payments due on such Certificate to the Owner thereof or taking any other action with respect to such Owner under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates, Class P Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to the Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to Nationstar Mortgage, the payment in partial consideration for the Home Equity Loans sold by the Seller and (2) the contemporaneous transfer of such Certificates to Nationstar Residual LLC, a Delaware limited liability company, the Depositor or any trust formed and wholly owned by the Depositor. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates, Class P Certificates and Class X-IO Certificates may be transferred to Nationstar Residual LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, the Depositor or any trust formed and wholly owned by the Depositor without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, transfer or registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Estate, the Registrar, the Master Servicer, the Seller, the Depositor or the Certificate Insurer, and (ii) the Trustee shall require the Transferee transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer certifying to the Trustee, the Certificate Insurer Insurer, the Registrar and the Company Depositor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Insurer, the Registrar, the Master Servicer, the Seller or the CompanyDepositor. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor, the Servicer, the Registrar and the Company Seller 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) No transfer of a Class R Certificate shall be made unless the Registrar and Trustee shall have received either: (i) a representation letter from the transferee of such Class R Certificate, acceptable to and in form and substance satisfactory to the Registrar, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or in the case of an insurance company purchasing such Certificates, with funds from its general account, the transfer is covered by the Prohibited Transaction Class Exemption 95-60 or (ii) in the event that any Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer, an opinion of counsel, acceptable to and in form and substance satisfactory to the Depositor, the Trustee, the Certificate Insurer and the Registrar, which opinion of counsel shall not be at the expense of the Trustee or the Trust, to the effect that the purchase or holding of any Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Depositor, Seller, Registrar, Master Servicer, Certificate Insurer or the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to an affiliate of the Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel, at the expense of the Seller acceptable to the Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to the Seller, the Depositor or the Master Servicer or any Subservicer. The Class R Certificate issued to Trustee on the Startup Day may not be transferred or sold to any Person, except to a Person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Section I and III of PTCE 95-60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee to the Trustee and the Company Certificate Insurer, the Trustee or the Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Trustee and the Certificate Insurer in to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit J-1 or J-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor and the Company Seller 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) No transfer of a Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer, which Opinion of Counsel shall not be at the expense of either the Trustee, the Certificate Insurer or the Trust, to the effect that the purchase or holding of any Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an Opinion of Counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates. (e) No sale or other transfer of any Class R Certificate shall be made to the Seller. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates may be transferred to CHEC Residual Corporation, a Nevada corporation and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class S Certificate or a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee and or the Company Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Seller, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding such transferof Exhibit J-1 or J-2, which investment letter shall not be an expense of the Seller, the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class S Certificate or a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor and the Company Seller 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) No transfer of a Class S Certificate or a Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class S or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class S or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Class S or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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. (i) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting (other than the Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Interest Rate Swap Agreement shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibits I-1 or I-2 to the effect that either (X) such transferee is not a Plan nor is acting for, on behalf of, or with the assets of any such Plan to effect such transfer or (Y) the acquisition and holding of the ERISA-Restricted Swap Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-0, XXXX 00-00, XXXX 95-60 or PTCE 96-23. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Swap Certificate on behalf of a Plan without the delivery to the Trustee of a representation letter as described above shall be void and of no effect. If the ERISA-Restricted Swap Certificate is a Book-Entry Certificate, the transferee will be deemed to have made a representation as provided in clause (X) or (Y) of this paragraph, as applicable. If any ERISA-Restricted Swap Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding paragraph, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate, retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Swap Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Trustee, the Depositor, the Servicer or the Seller from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall be under no liability to any Person for any registration of transfer of any ERISA-Restricted Swap Certificate that is in fact not permitted by this Section 5.08(c)(ii) or for making any payments due on such Certificate to the Owner thereof or taking any other action with respect to such Owner under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, transfer or registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X Certificate or a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Estate, the Registrar, the Servicer, the Seller, the Depositor or the Certificate Insurer, and (ii) the Trustee shall require the Transferee transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer certifying to the Trustee, the Certificate Insurer Insurer, the Registrar and the Company Depositor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or Insurer, the CompanyRegistrar,the Servicer, the Seller, the Depositor. The Owner of a Class X Certificate or a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor, the Servicer, the Registrar and the Company Seller 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) No transfer of a Class X or Class R Certificate shall be made unless the Registrar shall have received either: (i) a representation letter from the transferee of such Class X or Class R Certificate, acceptable to and in form and substance satisfactory to the Registrar, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or in the case of an insurance company purchasing such Certificates, with funds from its general account, the transfer is covered by the Prohibited Transaction Class Exemption 95-60 or (ii) in the event that any Class X or Class R Certificates is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer, an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Depositor, the Trustee and the Registrar, which Opinion of Counsel shall not be at the expense of the Trustee or the Trust, to the effect that the purchase or holding of any Class X or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Depositor, Seller, Registrar, Servicer, Certificate Insurer or the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to the Depositor, the Seller or the Master Servicer. No sale or other transfer of any Class A Certificate may be made to an affiliate of the Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel acceptable to the Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to the Seller, the Depositor or the Master Servicer or any Subservicer. The Class R Certificate issued to Trustee on the Startup Day may not be transferred or sold to any Person, except to a Person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Unregistered Certificate (other than the initial sale of the Unregistered Certificates upon the issuance thereof) shall be made to any Person unless such Person delivers to the Trustee (i) a completed certificate in the form attached as Exhibit D hereto, (ii) if required by the terms of such certificate, an opinion to the effect that such sale or other transfer will not violate any applicable federal or state securities laws and (iii) an opinion that such transfer will not jeopardize the REMIC status of either REMIC or the deductibility of interest with respect to the Certificates; no sale or other transfer of any Unregistered Certificate shall be made to any Person until such Person delivers to the CompanyTrustee either (i) an opinion of counsel from the prospective transferee of such Certificate, any Originator acceptable to, and in form and substance satisfactory to the Seller, to the effect that such transferee is not a pension or any benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of their respective affiliates.1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investments in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise, collectively, a "Plan" or (ii) the representation set forth in Paragraph D of Exhibit D hereto. 77 (b) No sale or other transfer of record or beneficial ownership of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit E. Each holder of a Class R Certificate, Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other Notwithstanding anything to the contrary herein, no sale or other transfer of record or beneficial ownership of a Class R B Certificate or a Residual Certificate shall be made unless to any Person until such transfer is exempt from Person delivers to the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, Trustee either (i) the Trustee and the Company shall require a written an opinion of counsel from the prospective transferee of such Certificate, acceptable to to, and in form and substance satisfactory to the Company and Seller, to the Certificate Insurer in the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws transferee is not a Plan or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Trustee, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and representation set forth in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding Paragraph D of Exhibit D hereto. Any such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Certificate Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the TrusteeSeller, the Master Servicer, the Transferor, the Certificate Insurer and the Company Trustee against any liability liability, cost or expense (including attorney's fees) that may result if the transfer is not so exempt or is not made in accordance with violation of such federal and state lawsstatute.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator Sponsor or any of their its respective affiliates, the Servicer, any Sub-Servicer or the Trust. (b) No sale or other transfer of record or beneficial ownership of a Class R any Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R any Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment substantially in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R any Residual Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Unregistered Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Daymade, (i) the Trustee and or the Company Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Trustee or the Certificate InsurerSponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Sponsor certifying to the Trustee, the Certificate Insurer Trustee and the Company Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Unregistered Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Trustee and the Company Sponsor 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. (d) Notwithstanding the foregoing, no sale or other transfer of record or beneficial ownership of a Class B Certificate or a Residual Certificate shall be made unless the Trustee shall have received 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 plan nor other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to affect such transfer.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator Sponsor or any of their its respective affiliates, the Servicer, any Sub-Servicer or the Trust. (b) No sale or other transfer of record or beneficial ownership of a Class R any Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R any Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment substantially in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit G. Each holder of a Class R any Residual Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Unregistered Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Daymade, (i) the Trustee and or the Company Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Trustee or the Certificate InsurerSponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Sponsor certifying to the Trustee, the Certificate Insurer Trustee and the Company Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Unregistered Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Trustee and the Company Sponsor 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. (d) Notwithstanding the foregoing, no sale or other transfer of record or beneficial ownership of a Class B Certificate or a Residual Certificate shall be made unless the Trustee shall have received 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 plan nor other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to affect such transfer.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the CompanySeller, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Seller and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Seller and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the CompanySeller. The Owner Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer and the Company Seller 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.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, transfer or registration of transfer, or register the transfer, of any Class R Certificate nor or authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Estate, the Registrar, the Master Servicer, the Seller, the Depositor or the Certificate Insurer, and (ii) the Trustee shall require the Transferee transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer (which may be in substantially the same form as Exhibit N attached hereto) certifying to the Trustee, the Certificate Insurer Insurer, the Registrar and the Company Depositor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Insurer, the Registrar, the Master Servicer, the Seller or the CompanyDepositor. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor, the Servicer, the Registrar and the Company Seller 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) No transfer of a Class R Certificate shall be made unless the Registrar and Trustee shall have received either: (i) a representation letter from the transferee of such Class R Certificate, acceptable to and in form and substance satisfactory to the Registrar (which may be in substantially the same form as Exhibit O attached hereto), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or a plan or other arrangement subject to Section 406 of ERISA or a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), or is not acting on behalf of any Plan and is not using the assets of any Plan to effect such transfer or in the case of an insurance company purchasing such Certificates, with funds from its general account, the transfer is covered by the Prohibited Transaction Class Exemption 95-60 or (ii) in the event that any Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer, an opinion of counsel, acceptable to and in form and substance satisfactory to the Depositor, the Trustee, the Certificate Insurer and the Registrar, which opinion of counsel shall not be at the expense of the Trustee or the Trust, to the effect that the purchase or holding of any Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Depositor, Seller, Registrar, Master Servicer, Certificate Insurer or the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to an affiliate of the Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel, at the expense of the Seller acceptable to the Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to the Seller, the Depositor or the Master Servicer or any Sub-Servicer. The Class R Certificate issued to the Trustee on the Startup Day may not be transferred or sold to any Person, except to a Person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof. The Master Servicer shall cause all Class R Certificates, other than the Tax Matters Certificate, to be owned by the Master Servicer, H&R Block, Inc. or any entity wholly owned by one of them (including the Seller), for a period of at least three years from the Closing Date. The Master Servicer agrees that neither H&R Block, Inc. nor the Master Servicer will sell, transfer, mortgage, pledge or in any manner hypothecate their economic interest in the Class R Certificates to any Person other than the Persons permitted in the preceding sentence during the foregoing period.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. Furthermore, before the earlier of (i) the date on which the Funding Period expires and (ii) the date on which the Department of Labor amends Prohibited Transaction Exemption 90-32 to permit the use of pre-funding accounts thereunder, no sale or other transfer of record or beneficial ownership of any Class A Certificate shall be made to any Person until such Person delivers to the Trustee an opinion of counsel from the prospective transferee of such Certificate, from the prospective transferee of such Certificate, acceptable to, and in form and substance satisfactory to the Company, to the effect that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. Section 2510.3-101 or otherwise (collectively, a "Plan"). (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwisePlan. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer and the Company 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.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO, Class P or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is not provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO, Class P or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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. (i) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) and in the case of a Class M-8 or Class M-9 Certificate, such certificate has been the subject of an ERISA-Qualifying Underwriting, (iii) if an ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting (other than the Class M-8, Class M-9 or Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (iv) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Interest Rate Swap Agreement shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibits I-1 or I-2 to the effect that either (X) such transferee is not a Plan nor is acting for, on behalf of, or with the assets of any such Plan to effect such transfer or (Y) the acquisition and holding of the ERISA-Restricted Swap Certificate are eligible for exemptive relief under the statutory exemption for nonfiduciary service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-0, XXXX 00-00, XXXX 95-60 or PTCE 96-23 or some other applicable exemption. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Swap Certificate on behalf of a Plan without the delivery to the Trustee of a representation letter as described above shall be void and of no effect. If the ERISA-Restricted Swap Certificate is a Book-Entry Certificate, the transferee will be deemed to have made a representation as provided in clause (X) or (Y) of this paragraph, as applicable. If any ERISA-Restricted Swap Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding paragraph, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate, retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Swap Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Trustee, the Depositor, the Servicer or the Sellers from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall be under no liability to any Person for any registration of transfer of any ERISA-Restricted Swap Certificate that is in fact not permitted by this Section 5.08(c)(ii) or for making any payments due on such Certificate to the Owner thereof or taking any other action with respect to such Owner under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates, Class P Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to Nationstar Mortgage and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to Nationstar Mortgage on the Startup Day and (2) the contemporaneous transfer of such Certificates to Nationstar Residual LLC, a Delaware limited liability company, the Depositor or any trust or corporation formed and wholly owned by the Depositor or one if its affiliates. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates, Class P Certificates and Class X-IO Certificates may be transferred to Nationstar Residual LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, the Depositor, any other Affiliate or subsidiary of the Seller or the Depositor, or any trust formed and wholly owned by the Depositor without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R R, Class P-A, Class P-F, Class X-A, Class X-F, Class B-IOA or Class B-IOF Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee to the Trustee and the Company Certificate Insurer, the Trustee and the Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Trustee and the Certificate Insurer in to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit J-1 or J-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class R R, Class P-A, Class P-F, Class X-A, Class X-F, Class B-IOA or Class B-IOF Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer and the Company Depositor 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. Notwithstanding the foregoing, no transfer restrictions pursuant to this clause (b) shall apply to the transfer of any Certificates on the Startup Day. (c) No transfer of a Class B-1, Class R, Class P-A, Class P-F, Class X-A, Class X-F, Class B-IOA or Class B-IOF 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 and the Certificate Insurer (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any such Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), either a representation that the source of funds used to acquire such Certificates is an insurance company general account within the meaning of Section V(e) of Prohibited Transaction Exemption 95-60 or an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee and the Certificate Insurer, which Opinion of Counsel shall not be at the expense of either the Trustee, the Certificate Insurer or the Trust, to the effect that the purchase or holding of any such Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of such representation or an Opinion of Counsel as described above shall be null and void and of no effect. Notwithstanding the foregoing, no transfer restrictions pursuant to this clause (c) shall apply to the transfer of any Certificates on the Startup Day. The acquirer of a Class B-1 Certificate by, or on behalf of or with the assets of, a Plan shall be deemed to have made the representation referred to in clause (ii) of this subsection (c). (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Servicer or any of their respective Affiliates (other than in the case of the Depositor, the Underwriter). (e) No sale or other transfer of any Class R Certificate shall be made to Long Beach or the Servicer. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R, Class P-A, Class P-F, Class X-A, Class X-F, Class B-IOA or Class B-IOF Certificates may be transferred to the Depositor or an affiliate of the Depositor without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, transfer or registration of transfer, or register the transfer, of any Class R Certificate nor or authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Estate, the Registrar, the Master Servicer, the Seller, the Depositor or the Certificate Insurer, and (ii) the Trustee shall require the Transferee transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer certifying to the Trustee, the Certificate Insurer Insurer, the Registrar and the Company Depositor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Insurer, the Registrar, the Master Servicer, the Seller or the CompanyDepositor. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor, the Servicer, the Registrar and the Company Seller 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) No transfer of a Class R Certificate shall be made unless the Registrar and Trustee shall have received either: (i) a representation letter from the transferee of such Class R Certificate, acceptable to and in form and substance satisfactory to the Registrar, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or a plan or other arrangement subject to Section 406 of ERISA or a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), or is not acting on behalf of any Plan and is not using the assets of any Plan to effect such transfer or in the case of an insurance company purchasing such Certificates, with funds from its general account, the transfer is covered by the Prohibited Transaction Class Exemption 95-60 or (ii) in the event that any Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer, an opinion of counsel, acceptable to and in form and substance satisfactory to the Depositor, the Trustee, the Certificate Insurer and the Registrar, which opinion of counsel shall not be at the expense of the Trustee or the Trust, to the effect that the purchase or holding of any Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Depositor, Seller, Registrar, Master Servicer, Certificate Insurer or the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to an affiliate of the Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel, at the expense of the Seller acceptable to the Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to the Seller, the Depositor or the Master Servicer or any Sub- Servicer. The Class R Certificate issued to Trustee on the Startup Day may not be transferred or sold to any Person, except to a Person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Unregistered Certificate (other than the initial sale of the Unregistered Certificates upon the issuance thereof) shall be made to any Person unless such Person delivers to the Trustee (i) a completed certificate in the form attached as Exhibit D hereto, (ii) if required by the terms of such certificate, an opinion to the effect that such sale or other transfer will not violate any applicable federal or state securities laws and (iii) an opinion that such transfer will not jeopardize the REMIC status of any REMIC or the deductibility of interest with respect to the Certificates; no sale or other transfer of any Unregistered Certificate shall be made to any Person until such Person delivers to the CompanyTrustee either (i) an opinion of counsel from the prospective transferee of such Certificate, any Originator acceptable to, and in form and substance satisfactory to the Seller, to the effect that such transferee is not a pension or any benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of their respective affiliates1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investments in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise, collectively, a "Plan" or (ii) the representation set forth in Paragraph D of Exhibit D hereto. (b) No sale or other transfer of record or beneficial ownership of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit E. Each holder of a Class R Certificate, Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other Notwithstanding anything to the contrary herein, no sale or other transfer of record or beneficial ownership of a Class R B Certificate or a Residual Certificate shall be made unless to any Person until such transfer is exempt from Person delivers to the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, Trustee either (i) the Trustee and the Company shall require a written an opinion of counsel from the prospective transferee of such Certificate, acceptable to to, and in form and substance satisfactory to the Company and Seller, to the Certificate Insurer in the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws transferee is not a Plan or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Trustee, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and representation set forth in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding Paragraph D of Exhibit D hereto. Any such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Certificate Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the TrusteeSeller, the Master Servicer, the Transferor, the Certificate Insurer and the Company Trustee against any liability liability, cost or expense (including attorney's fees) that may result if the transfer is not so exempt or is not made in accordance with violation of such federal and state lawsstatute.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership or assignment of an interest in a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class B-10 Certificate a Class S Certificate, or a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amendedamended (the "Securities Act"), and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the Trustee, the Trust Estate Estate, the Servicers or the Certificate Insurer, and (ii) the Trustee shall require the Transferee transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Seller and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the CompanySeller. The Owner of a Class B-10 Certificate, Class S Certificate or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Servicers, the Depositor and the Company Seller 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) No transfer of a Class B-10 Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Class B-10 Certificate or Class R 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 Employee Retirement Income Security Act ("ERISA") nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class B-10 or Class R Certificate to or on behalf of any Plan shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to the Depositor or the Seller or any Originator. No sale or other transfer of any Class A Certificate may be made to a Seller affiliate unless the Trustee and the Certificate Insurer shall have been furnished with an Opinion of Counsel acceptable to the Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to the Seller, the Depositor or the Servicers or any Subservicer. No sale or other transfer of the Class R Certificate issued to the Tax Matters Person appointed on the Startup Day may be transferred or sold to any Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof. (e) No transfer of a Class A Certificate or any interest therein shall be made to any Plan or to any entity using the assets of any Plan to effect such transfer prior to the time that the balance of the related Pre-Funding Account is reduced to zero.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, transfer or registration of transfer, or register the transfer, of any Class R Certificate nor or authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Estate, the Registrar, the Master Servicer, the Seller, the Depositor or the Certificate Insurer, and (ii) the Trustee shall require the Transferee transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer (which may be in substantially the same form as Exhibit N attached hereto) certifying to the Trustee, the Certificate Insurer Insurer, the Registrar and the Company Depositor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Insurer, the Registrar, the Master Servicer, the Seller or the CompanyDepositor. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor, the Servicer, the Registrar and the Company Seller 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) No transfer of a Class R Certificate shall be made unless the Registrar and Trustee shall have received either: (i) a representation letter from the transferee of such Class R Certificate, acceptable to and in form and substance satisfactory to the Registrar (which may be in substantially the same form as Exhibit O attached hereto), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or a plan or other arrangement subject to Section 406 of ERISA or a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), or is not acting on behalf of any Plan and is not using the assets of any Plan to effect such transfer or in the case of an insurance company purchasing such Certificates, with funds from its general account, the transfer is covered by the Prohibited Transaction Class Exemption 95-60 or (ii) in the event that any Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer, an opinion of counsel, acceptable to and in form and substance satisfactory to the Depositor, the Trustee, the Certificate Insurer and the Registrar, which opinion of counsel shall not be at the expense of the Trustee or the Trust, to the effect that the purchase or holding of any Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Depositor, Seller, Registrar, Master Servicer, Certificate Insurer or the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to an affiliate of the Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel, at the expense of the Seller acceptable to the Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to the Seller, the Depositor or the Master Servicer or any Sub-Servicer. The Class R Certificate issued to the Trustee on the Startup Day may not be transferred or sold to any Person, except to a Person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of a Class X-IO or Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class X-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a “Plan”), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class X-IO or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee, which Opinion of Counsel shall not be at the expense of either the Depositor, the Trustee or the Trust Estate, to the effect that the purchase or holding of any Class X-IO or Class R Certificates will not result in any non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the CompanySponsor, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R RS Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R RS Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R CertificateRS Certificates. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate RS Certificates nor authenticate and make available any new Class R Certificate RS Certificates unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R RS Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R RS Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and or the Company Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Trustee or the Certificate InsurerSponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Sponsor certifying to the Trustee, the Certificate Insurer Trustee and the Company Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Trustee or the CompanySponsor. The Owner of a Class R RS Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Trustee and the Company Sponsor 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. No Class RS Certificate shall be acquired by or transferred to (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Security Act of 1974, as amended ("ERISA")) subject to the provisions of Title I of ERISA, (ii) a plan described in section 4975(e)(1) of the Internal Revenue Code of 1986, or (iii) an entity whose underlying assets are deemed to be assets of a plan described in (i) or (ii) above by reason of such plan's investment in the entity. Any Class RS Certificate transferred shall (x) certify that it is not any of the above and (y) deliver an opinion of counsel to that effect.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee and or the Company Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and Seller, the Certificate Insurer Trustee in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the TrusteeSeller, the Trust Estate Depositor, the Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding such transferof Exhibit J-1 or J-2, which investment letter shall not be an expense of the TrusteeSeller, the Depositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Seller 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) No transfer of a Mezzanine Certificate, Class B Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates or Class B Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). The Residual Certificates are not transferable except that the Owner of the Tax Matters Person Residual Interest may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof. (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Dayday, (i) the Trustee and or the Company Depositor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Certificate Insurer or the Certificate InsurerTrust Estate, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to each of the Company and the Certificate Insurer Sellers certifying to the Trustee, the Certificate Insurer and each of the Company Sellers and the Certificate Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or either of the CompanySellers. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Certificate Insurer and each of the Company Sellers 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) No transfer of a Retained Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Retained 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 plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. By its acceptance or acquisition of a Class B, the transferee shall be deemed to have represented that it either (i) is not a Plan and is not acquiring its interest in such Class B with assets of a Plan or (ii) is an insurance company acquiring its interest as permitted in accordance with Prohibited Transaction Exemption 95-60. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee a representation letter as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Sellers or the Servicer. No sale or other transfer of any Offered Certificate may be made to an affiliate of either Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel acceptable to the Trustee and the Certificate Insurer experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Home Equity Loans to the Trust as a sale. No sale or other transfer of the Residual Certificate issued to ContiFunding Corporation on the Startup Day may be transferred or sold to any Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO, Class P or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO, Class P or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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. (i) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting (other than the Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95-60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Interest Rate Swap Agreement shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibits I-1 or I-2 to the effect that either (X) such transferee is not a Plan nor is acting for, on behalf of, or with the assets of any such Plan to effect such transfer or (Y) the acquisition and holding of the ERISA-Restricted Swap Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-0, XXXX 00-00, XXXX 95-60 or PTCE 96-23. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Swap Certificate on behalf of a Plan without the delivery to the Trustee of a representation letter as described above shall be void and of no effect. If the ERISA-Restricted Swap Certificate is a Book-Entry Certificate, the transferee will be deemed to have made a representation as provided in clause (X) or (Y) of this paragraph, as applicable. If any ERISA-Restricted Swap Certificate, or any interest therein, is acquired or held in violation of the provisions of the preceding paragraph, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate, retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of an ERISA-Restricted Swap Certificate, or interest therein, was effected in violation of the provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Trustee, the Depositor, the Servicer or the Seller from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall be under no liability to any Person for any registration of transfer of any ERISA-Restricted Swap Certificate that is in fact not permitted by this Section 5.08(c)(ii) or for making any payments due on such Certificate to the Owner thereof or taking any other action with respect to such Owner under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates, Class P Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company, the Depositor or any trust formed and wholly owned by the Depositor. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates, Class P Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, the Depositor or any trust formed and wholly owned by the Depositor without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, transfer or registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X Certificate or a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and the Company shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Estate, the Registrar, the Master Servicer, the Seller, the Depositor or the Certificate Insurer, and (ii) the Trustee shall require the Transferee transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company Depositor, the Registrar, the Trustee and the Certificate Insurer certifying to the Trustee, the Certificate Insurer Insurer, the Registrar and the Company Depositor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Insurer, the Registrar, the Master Servicer, the Seller or the CompanyDepositor. The Owner of a Class X Certificate or a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor, the Servicer, the Registrar and the Company Seller 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) No transfer of a Class X or Class R Certificate shall be made unless the Registrar and Trustee shall have received either: (i) a representation letter from the transferee of such Class X or Class R Certificate, acceptable to and in form and substance satisfactory to the Registrar, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or in the case of an insurance company purchasing such Certificates, with funds from its general account, the transfer is covered by the Prohibited Transaction Class Exemption 95-60 or (ii) in the event that any Class X or Class R Certificates is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer, an opinion of counsel, acceptable to and in form and substance satisfactory to the Depositor, the Trustee, the Certificate Insurer and the Registrar, which opinion of counsel shall not be at the expense of the Trustee or the Trust, to the effect that the purchase or holding of any Class X or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Depositor, Seller, Registrar, Master Servicer, Certificate Insurer or the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee and the Certificate Insurer of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Class A Certificate may be made to an affiliate of the Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel, at the expense of the Seller acceptable to the Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to the Seller, the Depositor or the Master Servicer or any Subservicer. The Class R Certificate issued to Trustee on the Startup Day may not be transferred or sold to any Person, except to a Person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership or assignment of an interest in a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class C Certificate, a Class R Certificate, or a Class S Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amendedamended (the "Securities Act"), and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Depositor in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the Trustee, the Trust Estate or the Certificate Insurer, Servicers and (ii) the Trustee shall require the Transferee transferee to execute an investment letter in substantially the form of Exhibit J hereto acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Seller certifying to the Trustee, the Certificate Insurer Trustee and the Company Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Estate or the CompanySeller. The Owner of a Class C Certificate, Class R Certificate or Class S Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Servicers, the Depositor and the Company Seller 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) No transfer of a Class C Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter in substantially the form of Exhibit J hereto from the transferee of such Class C Certificate or Class R 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 Employee Retirement Income Security Act ("ERISA") nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class C Certificate or Class R Certificate to or on behalf of any Plan shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor or the Seller or any Originator. No sale or other transfer of any Offered Certificate may be made to a Seller affiliate unless the Trustee shall have been furnished with an Opinion of Counsel acceptable to the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. No sale or other transfer of the Class R Certificate issued to the Tax Matters Person appointed on the Startup Day may be transferred or sold to any Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof. (e) No transfer of a Class A Certificate or any interest therein shall be made to any Plan or to any entity using the assets of any Plan to effect such transfer prior to the time that the balance of the related Pre-Funding Account is reduced to zero.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and lawsSecurities Act, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received from the transferee of such ERISA-Restricted Certificate, in form and substance satisfactory to the Trustee, either: (i) a representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or I-2, required by subsection (b) above), to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor is acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95 60 and the purchase and holding of the Certificate are covered under Sections I and III of PTCE 95 60; or (iii) an Opinion of Counsel, which shall not be at the expense of either the Depositor, the Servicer, the Trustee or the Trust Estate, to the effect that the purchase or holding of the ERISA-Restricted Certificate will not result in any non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, and will not subject any of the above parties to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, the representations required above with respect to any Certificate that is in book-entry form shall be deemed to have been made by the Owner of such Certificate by virtue of such acquisition; any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect. (d) [Reserved]. (e) No sale or other transfer of any Class X-IO Certificates or Class R Certificate may be made to the Depositor, to any Person that was, at any time, an owner of a Home Equity Loan, or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such Certificates by the Trust to the Depositor and, with respect to CHEC and the Conduit Seller, the payment in partial consideration for the Home Equity Loans sold by the applicable Seller or in payment of any deferred purchase price under the Conduit Warehousing Facility by the Conduit Seller to CHEC on the Startup Day and (2) the contemporaneous transfer of such Certificates to CHEC Residual, LLC, a Delaware limited liability company. (f) Notwithstanding anything to the contrary contained in this Section 5.08, the Class R Certificates and Class X-IO Certificates may be transferred to CHEC Residual, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller, without regard to Sections 5.08(b), (c) or (e) above.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit I. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee and or the Company Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company Seller, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee, the Trust Estate or the Certificate Insurer, ; and (ii) in the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding such transferof Exhibit J-1 or J-2, which investment letter shall not be an expense of the Seller, the Depositor, the Trustee, the Trust Estate, Estate or the Certificate Insurer or the CompanyInsurer. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Insurer, the Depositor and the Company Seller 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) No transfer of a Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Unregistered Certificate (other than the initial sale of the Unregistered Certificates upon the issuance thereof) shall be made to any Person unless such Person delivers to the Trustee (i) a completed certificate in the form attached as Exhibit D hereto, (ii) if required by the terms of such certificate, an opinion to the effect that such sale or other transfer will not violate any applicable federal or state securities laws and (iii) an opinion that such transfer will not jeopardize the REMIC status of any REMIC or the deductibility of interest with respect to the Certificates; no sale or other transfer of any Unregistered Certificate shall be made to any Person until such Person delivers to the CompanyTrustee either (i) an opinion of counsel from the prospective transferee of such Certificate, any Originator acceptable to, and in form and substance satisfactory to the Depositor, to the effect that such transferee is not a pension or any benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of their respective affiliates1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investments in the entity, as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise, collectively, a "Plan" or (ii) the representation set forth in Paragraph D of Exhibit D hereto. (b) No sale or other transfer of record or beneficial ownership of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Residual Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit E. Each holder of a Class R Certificate, Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other Notwithstanding anything to the contrary herein, no sale or other transfer of record or beneficial ownership of a Class R B Certificate or a Residual Certificate shall be made unless to any Person until such transfer is exempt from Person delivers to the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, Trustee either (i) the Trustee and the Company shall require a written an opinion of counsel from the prospective transferee of such Certificate, acceptable to to, and in form and substance satisfactory to the Company and Depositor, to the Certificate Insurer in the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws transferee is not a Plan or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Trustee, the Trust Estate or the Certificate Insurer, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and representation set forth in form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and the Company the facts surrounding Paragraph D of Exhibit D hereto. Any such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class R Certificate Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the TrusteeDepositor, the Master Servicer, the Certificate Insurer and the Company Trustee against any liability liability, cost or expense (including attorney's fees) that may result if the transfer is not so exempt or is not made in accordance with violation of such federal and state lawsstatute.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Offered Certificate shall be made to the CompanySponsor, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R CertificateCertificates. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate Certificates nor authenticate and make available any new Class R Certificate Certificates unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) the Trustee and or the Company Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Trustee or the Certificate InsurerSponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Sponsor certifying to the Trustee, the Certificate Insurer Trustee and the Company Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Trustee or the CompanySponsor. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Trustee and the Company Sponsor 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. No Class R Certificate shall be acquired by or transferred to (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Security Act of 1974, as amended ("ERISA")) subject to the provisions of Title I of ERISA, (ii) a plan described in section 4975(e)(1) of the Internal Revenue Code of 1986, or (iii) an entity whose underlying assets are deemed to be assets of a plan described in (i) or (ii) above by reason of such plan's investment in the entity. Any Class R Certificate transferred shall (x) certify that it is not any of the above and (y) deliver an opinion of counsel to that effect.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the CompanySponsor, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R RS Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R RS Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R CertificateRS Certificates. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate RS Certificates nor authenticate and make available any new Class R Certificate RS Certificates unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R RS Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (c) No other sale or other transfer of record or beneficial ownership of a Class R RS Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Closing Day, (i) the Trustee and or the Company Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said 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, the Trust Estate Trustee or the Certificate InsurerSponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Company and the Certificate Insurer Sponsor certifying to the Trustee, the Certificate Insurer Trustee and the Company Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust Estate, the Certificate Insurer Trustee or the CompanySponsor. The Owner of a Class R RS Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Trustee and the Company Sponsor 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. No Class RS Certificate shall be acquired by or transferred to (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Security Act of 1974, as amended ("ERISA")) subject to the provisions of Title I of ERISA, (ii) a plan described in section 4975(e)(1) of the Internal Revenue Code of 1986, or (iii) an entity whose underlying assets are deemed to be assets of a plan described in (i) or (ii) above by reason of such plan's investment in the entity. Any Class RS Certificate transferred shall (x) certify that it is not any of the above and (y) deliver an opinion of counsel to that effect.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Company, any Originator or any of their respective affiliates. (b) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee that such transferee is not a pension or benefit plan or individual retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or to Section 4975 of the Code or an entity whose underlying assets are deemed to be assets of such a plan or arrangement by reason of such plan's or arrangement's investment in the entity, form attached hereto as determined under U.S. Department of Labor Regulations 29 C.F.R. ss. 2510.3-101 or otherwise. Exhibit H. Each holder of a Class R Certificate, Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b5.08(a). (cb) No other sale or other transfer of record or beneficial ownership of a Class X-IO or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, as amended, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such a transfer is to be made within three years from the Startup Day, transfer: (i) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided by the transferee to the Trustee, the Trustee and or the Company Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Company Depositor and the Certificate Insurer in Trustee to the event effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the TrusteeDepositor, the Trust Estate Trustee or the Certificate Insurer, Trust Estate; and (ii) in the Trustee shall require the Transferee to execute case of transfers for which an investment letter acceptable to and in the form and substance satisfactory to the Company and the Certificate Insurer certifying to the Trusteeof Exhibit I-1 or I-2 is provided, the Certificate Insurer and the Company the facts surrounding such transfer, which investment letter shall not be an expense of the TrusteeDepositor, the Trustee or the Trust Estate, the Certificate Insurer or the Company. The Owner of a Class X-IO or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer Depositor and the Company Sellers 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) No transfer of a Class X-IO or Class R Certificate shall be made unless the Trustee shall have received either: (i) a representation letter from the transferee of such Class X-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Class X-IO or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an Opinion of Counsel, acceptable to and in form and substance satisfactory to the Trustee, which Opinion of Counsel shall not be at the expense of either the Depositor, the Trustee or the Trust Estate, to the effect that the purchase or holding of any Class X-IO or Class R Certificates will not result in any non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Trustee of an Opinion of Counsel as described above shall be null and void and of no effect.