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

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest 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 Person 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 in the form attached hereto as Exhibit I. 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 5.08(a). (b) 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, 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) such Person delivers to in the Owner Trustee case of transfers for which an accession agreement substantially investment letter in the form of Exhibit 2 hereof, (ii) except for J-1 is provided by the initial transfer of transferee to the Beneficial Interest of Trustee and the DepositorCertificate Insurer, the Owner Trustee or the Depositor shall have received require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Owner Depositor, the Trustee stating and the Certificate Insurer in the event that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Securities Act and any applicable state securities laws or is being made pursuant to said Securities Act and laws. , which Opinion of Counsel shall not be an expense of the Depositor, the Trustee, the Trust Estate or the Certificate Insurer; and (bii) At any time that there is more than one Owneran investment letter in the form of Exhibit J-1 or J-2, no Transfer which investment letter shall not be an expense of the Depositor, the Trustee, the Trust Estate or the Certificate Insurer. The Owner of a Beneficial Interest shall be valid unless Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Owner making such Transfer shall have received Trustee, the prior written consent to such Transfer of Certificate Insurer, the Owners holding at least 85% of both the Percentage Interests Depositor and the Sharing Ratios Seller against any liability that may result if the transfer is not so exempt or is not made in the Trust at accordance with such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor federal and its Affiliates are the only Owners) any Affiliate thereof shall be excludedstate laws. (c) Except for the initial issuance No transfer of the Trust Certificates to the Depositor, no Transfer a Class R Certificate shall be valid if, as a result of such Transfer, made unless the Trustee shall have received either: (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate representation letter from the transferee of such Person as owned 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 Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any transferee is not an employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are 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 to any Person acting, directly or indirectly, 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 Person acquiring Plan to effect such transfer (including the Beneficial Interest with “plan assets” assets of a any Plan within the meaning held in an insurance company separate or general account), an Opinion of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes Counsel, acceptable to and in form and substance satisfactory to the satisfaction Trustee and the Certificate Insurer, which Opinion of Counsel shall not be at the Owner Trustee 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 Beneficial Interest is permissible under applicable law, Trust being deemed to be "plan assets," will not constitute or result in any cause the Trust to be subject to the fiduciary requirements and prohibited transaction under provisions of ERISA or Section 4975 of and the Code Code, and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that those expressly undertaken in under this Agreement. Notwithstanding anything else to the contrary herein, which opinion any purported transfer of counsel 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 not be an expense 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 (other than in the case of the OwnersDepositor, the Owner Trustee or the TrustXxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation). (e) No Transfer sale or other transfer of all or any part of a Beneficial Interest Class R Certificate shall be permittedmade 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 no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year wholly-owned subsidiary of the TrustSeller, without regard to Sections 5.08(a), (b), (c) or (d) above.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, and (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities lawslaw. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 8566 2/3% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that in calculating the total Beneficial Interests in the Trust there shall be excluded the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excludedthereof. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have an a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership or assignment of an interest in a Beneficial Interest 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 Certificate 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 in the form attached hereto as Exhibit I. 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 5.08(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. (b) No other sale or other transfer of record or beneficial ownership of a Class C-IO Certificate, a Class D Certificate, a Class R Certificate, or a Class S Certificate (collectively, the "Exempt Certificates") shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (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) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Depositor shall have received require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Depositor in the event that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Securities Act and any applicable state securities laws or is being made pursuant to said Securities Act and laws. (b) At any time that there is more than one Owner, no Transfer which Opinion of a Beneficial Interest Counsel shall not be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer an expense of the Owners holding at least 85% Trustee, the Trust Estate, the Master Servicer or the Servicers and (ii) the Trustee shall require the transferee to execute an investment letter in substantially the form of both Exhibit J hereto acceptable to and in form and substance satisfactory to the Percentage Interests Seller certifying to the Trustee and the Sharing Ratios in Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust at Estate or the Seller. The Owner of an Exempt Certificate desiring to effect such timetransfer shall, which consent and does hereby agree to, indemnify the Trustee, the Servicers, the Master Servicer, the Depositor and the Seller against any liability that may result if the transfer is not be unreasonably withheld; provided, however, that so exempt or is not made in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor accordance with such federal and its Affiliates are the only Owners) any Affiliate thereof shall be excludedstate laws. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part transfer of a Beneficial Interest Class D 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 D Certificate or Class R Certificate, acceptable to any and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA Title I of the Employee Retirement Income Security Act ("ERISA") nor a plan or other arrangement subject to Section 4975 of the Code (collectively, “a "Plan”"), nor to any Person acting, directly or indirectly, 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 D Certificate or Class R Certificate to or on behalf of any Plan shall be null and void and of no effect. Each transferee of a Mezzanine Certificate or a Class B-1 Certificate shall be deemed to have represented either that it is not a Plan or any Person acquiring the Beneficial Interest with “plan assets” that it is an insurance company general account and that Prohibited Transaction Exemption 95-60 covers its acquisition and holding of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trustsuch Certificates. (ed) No Transfer sale or other transfer of all any Offered Certificate may be made to the Depositor or the Seller or any part Originator. No sale or other transfer of any Offered Certificate may be made to a Beneficial Interest Seller affiliate unless the Trustee shall be permitted, and no have been furnished with an Opinion of Counsel acceptable to the Trustee experienced in federal bankruptcy matters to the effect that such transfer shall be effective hereunder, if such sale or transfer would cause not adversely affect the character of the conveyance of the Mortgage Loans to the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year sale. No sale or other transfer of the TrustClass 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.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all or any part of a Beneficial Interest Class A Certificate shall be made to the Sponsor, any Person Originator or any of their respective affiliates, other than Advanta National Bank or Advanta Bank Corp. (b) No sale or other transfer of record or beneficial ownership of a Class R-I or Class R-II 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-I or Class R-II 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-I or Class R-II Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R-I or Class R-II Certificate nor authenticate and make available any new Class R-I or Class R-II Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a Class R-I or Class R-II Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(b). (c) No sale or other transfer of record or beneficial ownership of a Class B, Class BS, Class R-I or Class R-II Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, and any applicable state securities laws or is made in accordance with the Securities Act and laws. In the event such a transfer is to be made within two years from the Startup Day, (i) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Sponsor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Sponsor that such Transfer is exempt from transfer may be made pursuant to an exemption, describing the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests exemption and the Sharing Ratios in the Trust at such timebasis therefor, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.from the

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest after the date hereof shall be made to any Person unless (i) such Person delivers to the Owner Resident Trustee an accession agreement substantially in the form of Exhibit 2 B hereof, and (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Resident Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Resident Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the ERISA and Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Resident Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Resident Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee Trustees or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee Trustees or the Trust. (ec) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would potentially cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust. (d) Notwithstanding any other provision herein or elsewhere, to the fullest extent permitted by law, other than to receive and examine the same to determine whether any accession agreement, opinion of counsel or other document or instrument that is required to be and is delivered to the Resident Trustee pursuant to this Section 3.04 substantially conforms on its face to the requirements therefor set forth in this Section 3.04, the Resident Trustee shall have no obligation or responsibility for determining or ensuring that any issuance, Transfer, or exchange or proposed or purported issuance, Transfer or exchange of all or any part of a Beneficial Interest or Trust Certificate is permitted under or in accordance or compliance with this Agreement, the 1933 Act or any other applicable federal or state securities law, and neither of the Trustees shall have any personal liability to any Person in connection with any issuance, Transfer or exchange or proposed or purported issuance, Transfer or exchange (and/or registration thereof) that is not permitted under or in accordance or compliance with this Agreement, the 1933 Act or any other applicable federal or state securities law.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx Kxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all The Private Certificates have not been registered under the Securities Act or any part state securities law. The Registrar shall not register the transfer of any Private Certificates unless such resale or transfer is pursuant to an effective registration statement under the Securities Act or is to the Depositor or unless it shall have received (i) a Beneficial Interest shall be representation letter substantially in one of the appropriate forms set forth on Exhibit J hereto or (ii) such other representations (or an Opinion of Counsel) satisfactory to the Trustee, the Depositor and the Insurer, to the effect that such resale or transfer is made (A) in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws, or (B) to any Person unless a person who the transferor of the Private Certificates reasonably believes is a qualified institutional buyer (within the meaning of Rule 144A under the Securities Act) that is aware that such resale or other transfer is being made in reliance upon Rule 144A. Until the earlier of (i) such Person delivers time as the Private Certificates shall be registered pursuant to a registration statement filed under the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, Securities Act and (ii) except for the initial transfer date two years from the later of the Beneficial Interest date of the original authentication and delivery of the Private Certificates and the date any Private Certificate was acquired from the Depositor or any affiliate of the Depositor, the Owner Trustee Private Certificates shall have received bear a written opinion of counsel in form and substance satisfactory legend substantially to the Owner effect set forth in the preceding two sentences. Neither the Depositor, the Sellers, the Servicer, the Trust, the Trustee stating that such Transfer nor any other Person is exempt from obligated to register the 1933 Private Certificates under the Securities Act and or to take any applicable state securities lawsother action not otherwise required under this Agreement to permit the transfer of Private Certificates without registration. (b) At any time that there is more than one OwnerNotwithstanding anything to the contrary herein, no Transfer the Registrar shall not register the transfer of a Beneficial Interest shall be valid Class B or Class R Certificate unless the Owner making such Transfer it shall have received a representation letter from the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios transferee in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates form set forth on Exhibit K to the Depositor, no Transfer shall be valid if, as a result effect that either (a) such transferee is not an "employee benefit plan" (within the meaning of such Transfer, (iSection 3(3) any Person would have a Percentage Interest of ERISA) that is subject to Title I of ERISA or a Sharing Ratio "plan" (within the meaning of 100%, considering for such purpose all interests owned by any Affiliate Section 4975(e)(1) of such Person as owned by such Person, or (iiERISA) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are is subject to ERISA or Section 4975 of the Code (collectivelyeach of the foregoing, “a "Plan”"), nor to any Person acting, directly or indirectly, and is not acting on behalf of any such Plan or any Person acquiring investing the Beneficial Interest with “plan assets” assets of a Plan Plan, or (b) with respect to any transfer of a Class B Certificate, such transferee is investing the assets of an "insurance company general account" (within the meaning of Section V(e) of Prohibited Transaction Class Exemption account" (within the Department meaning of Labor regulation promulgated at 29 C.F.R. § 2510.3Section V(e)) of Prohibited Transaction Class Exemption 95-101 60 (“Plan Assets”"PTE 95-60")) and, as of the date of purchase, such transferee satisfies all of the applicable requirements for the exemptive relief provided by Sections I and IV of PTE 95-60. (c) 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 Owner Trustee is provided with has received an opinion affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of counsel which establishes a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the satisfaction provisions of this Section 5.08(a). The Class R Certificates are not transferable except that the Owner of the Owner Trustee that Tax Matters Person Residual Interest in the purchase 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. (d) The preparation and delivery of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel investment letter delivered hereunder shall not be an expense of the OwnersTrustee, the Trust Estate, the Certificate Insurer or either of the Sellers. The Owner Trustee of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Certificate Insurer and each of the Sellers against any liability that may result if the transfer is not so exempt or the Trustis not made in accordance with such federal and state laws. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust[Reserved]. (f) [Reserved].

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 2510.3­101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Beneficial Interests in the Trust the Beneficial Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates Affiliates are the only Owners) any Affiliate Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Beneficial Interest shall be made to any employee benefit benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (ed) No Transfer of all or any part of a Beneficial Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities lawslaw. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that in calculating the total Beneficial Interests in the Trust there shall be excluded the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excludedthereof. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA ERISA, or Section 4975 of the Code (collectively, “"Plan”"), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “"plan assets” " of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § ss. 2510.3-101 (“"Plan Assets”") unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that those undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, purposes by causing the Trust to have more than 100 Owners at any time during any the taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all or any part of a Beneficial Interest Class [A] Certificate shall be made to the Sponsor, any Person Originator or any of their respective affiliates, other than Advanta National Bank or Advanta Bank Corp. (b) No sale or other transfer of record or beneficial ownership of a [Residual Class] 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 [Residual Class] 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 [Residual Class] Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any [Residual Class] Certificate nor authenticate and make available any new [Residual Class] Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a [Residual Class] Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(b). (c) No other sale or other transfer of record or beneficial ownership of a [Residual Class] Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within two years from the Startup Day, (i) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Sponsor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Sponsor that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. Sponsor, and (eii) No Transfer the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Sponsor certifying to the Trustee and the Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of all the Trustee or any part the Sponsor. The Owner of a Beneficial Interest shall be permitted[Residual Class] Certificate desiring to effect such transfer shall, and no does hereby agree to, indemnify the Trustee and the Sponsor against any liability that may result if the transfer is not so exempt or is not made in accordance with such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.and state laws. No [Residual

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest 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 Person purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Securities Administrator 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 Securities Administrator has received an affidavit from the proposed transferee in the form attached hereto as 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 5.08(a). (b) 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, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such transfer: (i) such Person delivers to in the Owner Trustee case of transfers for which an accession agreement substantially investment letter in the form of Exhibit 2 hereof, (ii) except for I-1 or I-2 is not provided by the initial transfer of transferee to the Beneficial Interest of the DepositorSecurities Administrator, the Owner Trustee Securities Administrator or the Depositor shall have received require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Depositor and the Securities Administrator to the effect that such Transfer transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act or is being made pursuant to said Securities Act, which Opinion of Counsel shall not be an expense of the Depositor, the Trustee, the Securities Administrator or the Trust Estate; and (ii) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided, the investment letter shall not be an expense of the Depositor, the Securities Administrator or the Trust Estate. 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 Securities Administrator, the Depositor and the Seller against any liability that may result if the transfer is not so exempt from the 1933 Act or is not made in accordance with such federal and any applicable state securities laws. (bi) At any time that there is more than one Owner, no Transfer No transfer of a Beneficial Interest an ERISA-Restricted Certificate shall be valid made unless the Owner making such Transfer Securities Administrator shall have received from the prior written consent to transferee of such Transfer of the Owners holding at least 85% of both the Percentage Interests ERISA-Restricted Certificate, in form and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates substance satisfactory to the DepositorSecurities Administrator, no Transfer shall be valid if, as a result of such Transfer, either: (i) any Person would have a Percentage Interest representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or a Sharing Ratio of 100%I-2, considering for required by subsection (b) above), to the effect that such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any transferee is not an employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor to any Person acting, directly or indirectlyis acting for, on behalf of or with the assets of, any Plan to effect such Plan or any Person acquiring transfer; (ii) and in the Beneficial Interest with “plan assets” case of a Plan within Class M-7B, Class M-8 or Class M-9B Certificate, such certificate has been the meaning 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-7B, Class M-8, Class M-9B 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 Department Certificate are covered under Sections I and III of Labor regulation promulgated PTCE 95-60; or (iv) an Opinion of Counsel, which shall not be at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner expense of either the Depositor, the Servicer, the Master Servicer, the Securities Administrator the Trustee is provided with an opinion of counsel which establishes or the Trust Estate, to the satisfaction of the Owner Trustee effect that the purchase or holding of the Beneficial Interest is permissible under applicable law, ERISA-Restricted Certificate will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or and/or Section 4975 of the Code Code, and will not subject any of the Owners, the Owner Trustee or the Trust 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 Securities Administrator of an Opinion of Counsel as described above shall be null and void and of no effect. (including obligations ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Swap Agreement shall be made unless the Securities Administrator shall have received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibits I-1 or liabilities 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 or and Section 4975 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 Securities Administrator 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 addition to that undertaken clause (X) or (Y) of this paragraph, as applicable. If any ERISA-Restricted Swap Certificate, or any interest therein, is acquired or held in this Agreement, which opinion of counsel shall not be an expense violation of the Ownersprovisions of the preceding paragraph, the Owner Trustee 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, the Master Servicer, the Securities Administrator or the TrustSeller 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 and the Securities Administrator 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 Securities Administrator in accordance with the foregoing requirements. (d) [Reserved]. (e) No Transfer sale or other transfer of all any Class X-IO Certificates, Class P Certificates or Class R Certificate may be made to the Depositor, to any part Person that was, at any time, an owner of a Beneficial Interest shall be permittedHome Equity Loan, and no or to the Seller except in connection with (1) with respect to the Depositor, the initial issuance of such transfer shall be effective hereunder, if such transfer would cause 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 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 classified as transferred to Nationstar Residual LLC, a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year Delaware limited liability company and wholly-owned subsidiary of the TrustSeller, 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 Transfer of all or any part of a Beneficial Interest after the date hereof shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such timeSuper-majority Owners, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “"Plan”"), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “"plan assets” " of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“"Plan Assets”") unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 2510.3­101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest 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 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 Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a). The Class R-I, Class R-II and Class R Certificates are not transferable except that the Owner of the Tax Matters Person Residual Interest in the REMIC I, REMIC II or REMIC III may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof. (b) No other sale or other transfer of record or beneficial ownership of a Class C, a Class R-I, Class R-II or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities 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) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Depositor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Depositor and the Certificate Insurer in the event that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the OwnersTrustee, the Owner Trustee Certificate Insurer or the TrustTrust 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 Sellers certifying to the Trustee, the Certificate Insurer and each of the 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 Sellers. The Owner of a Class C, Class R-I, Class R-II or 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 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) [RESERVED]. (e) No Transfer of all or any part transfer of a Beneficial Interest Residual Certificate shall be permittedmade unless the Trustee shall have received a representation letter from the transferee of such Residual Certificate, acceptable to and no in form and substance satisfactory to the Trustee to the effect that such transfer 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 or Class C Certificate, the transferee shall be effective hereunderdeemed to have represented that it either (i) is not a Plan and is not acquiring its interest in such Class B or Class C Certificates 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, if 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. (f) 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 cause not adversely affect the character of the conveyance of the Home Equity Loans to the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year sale. No sale or other transfer of the TrustResidual 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 Transfer sale or other transfer of all or any part of a Beneficial Interest Class A Certificate shall be made to the Sponsor. (b) No sale or other transfer of record or beneficial ownership of a Class 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 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 Person purpose hereunder, including, but not limited to, the receipt of distributions on such Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificates nor authenticate and make available any Residual Certificates unless (i) such Person delivers to the Owner Trustee has received an accession agreement substantially affidavit from the proposed transferee in the form attached hereto as Exhibit H. Each holder of Exhibit 2 hereofa Class RS Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(b). (iic) except for the initial No other sale or other transfer of the Beneficial Interest record or beneficial ownership of the Depositora Class BI-S, the Owner Trustee Class BII-S or Class RS Certificates shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that be made unless such Transfer transfer is exempt from the 1933 registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. . In the event such a transfer is to be made within three years from the Startup Day, the Transferee shall execute an investment letter (b"Investment Letter") At any time that there is more than one Owner, no Transfer in substantially the form of a Beneficial Interest shall be valid unless Exhibit K hereto certifying to the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests Trustee and the Sharing Ratios in Sponsor the Trust at facts surrounding such timetransfer, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel Investment Letter shall not be an expense of the Owners, the Owner Trustee or the Trust. Sponsor; provided, however, that such Investment Letter will not be required in connection with any transfer of any such Certificate by the Sponsor to an affiliate of the Sponsor and the Trustee shall be entitled to conclusively rely upon a representation (ewhich, upon the request of the Trustee, shall be a written representation) No Transfer from the Sponsor of all or any part the status of such transferee as an affiliate of the Sponsor. The Owner of a Beneficial Interest Class BI-S, Class BII-S Certificate or Class RS Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer and the 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 BI-S, Class BII-S or Class RS Certificate shall be permittedacquired by or transferred to (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Security Act of 1974, and no such transfer shall be effective hereunderas amended ("ERISA")) subject to the provisions of Title I of ERISA, if such transfer would cause (ii) a plan described in section 4975(e)(1) of the Trust Internal Revenue Code of 1986, or (iii) an entity whose underlying assets are deemed to be classified as assets of a publicly traded partnershipplan described in (i) or (ii) above by reason of such plan's investment in the entity. Any purchaser of a Class BI-S, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at Class BII-S or Class RS Certificate shall (x) certify that it is not any time during any taxable year of the Trustabove and (y) deliver an Opinion of Counsel to that effect.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities lawslaw. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust there shall be excluded the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excludedthereof. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx Keogh plans and bank collective investment inxxxxxent funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA ERISA, or Section 4975 of the Code (collectively, “"Plan”"), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “"plan assets” " of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § ss. 2510.3-101 (“"Plan Assets”") unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that those undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, purposes by causing the Trust to have more than 100 Owners at any time during any the taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest 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 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 Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(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. (b) No other sale or other transfer of record or beneficial ownership of a Retained Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities 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) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Depositor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Depositor and the Certificate Insurer in the event that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the OwnersTrustee, the Owner Trustee Certificate Insurer or the TrustTrust 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 Sellers certifying to the Trustee, the Certificate Insurer and each of the 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 Sellers. The Owner of a Retained Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Certificate Insurer and each of the 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. (ec) No Transfer of all or any part transfer of a Beneficial Interest Retained Certificate shall be permittedmade unless the Trustee shall have received a representation letter from the transferee of such Retained Certificate, acceptable to and no in form and substance satisfactory to the Trustee to the effect that such transfer 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 effective hereunderdeemed 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, if 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 cause not adversely affect the character of the conveyance of the Home Equity Loans to the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year sale. No sale or other transfer of the TrustResidual 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 Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities lawslaw. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 8580% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that in calculating the total Beneficial Interests in the Trust there shall be excluded the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excludedthereof. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA Title I of ERISA, or Section 4975 of the Code (collectivelyeach, “a "Plan”"), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “"plan assets” " of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § ss. 2510.3-101 (“"Plan Assets”") unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that those undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, purposes by causing the Trust to have more than 100 Owners at any time during any the taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest 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 Person 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 in the form attached hereto as 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 5.08(a). (b) 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, and any applicable state securities laws or is made in accordance with said Securities Act and laws. In the event of any such transfer: (i) such Person delivers to in the Owner Trustee case of transfers for which an accession agreement substantially investment letter in the form of Exhibit 2 hereof, (ii) except for I-1 or I-2 is not provided by the initial transfer of transferee to the Beneficial Interest of the DepositorTrustee, the Owner Trustee or the Depositor shall have received require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Owner Depositor and the Trustee stating to the effect that such Transfer transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act or is being made pursuant to said Securities Act, which Opinion of Counsel shall not be an expense of the Depositor, the Trustee or the Trust Estate; and (ii) in the case of transfers for which an investment letter in the form of Exhibit I-1 or I-2 is provided, the investment letter shall not be an expense of the Depositor, the Trustee or the Trust Estate. 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 Depositor and the Sellers against any liability that may result if the transfer is not so exempt from the 1933 Act or is not made in accordance with such federal and any applicable state securities laws. (bi) At any time that there is more than one Owner, no Transfer No transfer of a Beneficial Interest an ERISA-Restricted Certificate shall be valid made unless the Owner making such Transfer Trustee shall have received from the prior written consent to transferee of such Transfer of the Owners holding at least 85% of both the Percentage Interests ERISA-Restricted Certificate, in form and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates substance satisfactory to the DepositorTrustee, no Transfer shall be valid if, as a result of such Transfer, either: (i) any Person would have a Percentage Interest representation letter (which may be combined with the investment letter, in the form of Exhibit I-1 or a Sharing Ratio of 100%I-2, considering for required by subsection (b) above), to the effect that such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any transferee is not an employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are arrangement subject to Section 406 of ERISA or to Section 4975 of the Code (collectively, a “Plan”), nor to any Person acting, directly or indirectlyis acting for, on behalf or with the assets of, any Plan to effect such transfer; (ii) if an ERISA-Restricted Certificate has been the subject of any such Plan or any Person acquiring an ERISA-Qualifying Underwriting (other than the Beneficial Interest Class R Certificates), a representation letter that it is an insurance company that is purchasing the Certificate with funds contained in an “plan assetsinsurance company general account” as defined in Section V(e) of a Plan within Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the meaning purchase and holding of the Department Certificate are covered under Sections I and III of Labor regulation promulgated PTCE 95-60; or (iii) an Opinion of Counsel, which shall not be at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner expense of either the Depositor, the Servicer, the Trustee is provided with an opinion of counsel which establishes or the Trust Estate, to the satisfaction of the Owner Trustee effect that the purchase or holding of the Beneficial Interest is permissible under applicable law, ERISA-Restricted Certificate will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or and/or Section 4975 of the Code Code, and will not subject any of the Owners, the Owner Trustee or the Trust 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. (including obligations 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 liabilities 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 or and Section 4975 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 addition to that undertaken clause (X) or (Y) of this paragraph, as applicable. If any ERISA-Restricted Swap Certificate, or any interest therein, is acquired or held in this Agreement, which opinion of counsel shall not be an expense violation of the Ownersprovisions of the preceding paragraph, the Owner Trustee 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 TrustSellers 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 Transfer sale or other transfer of all any Class M-10 Certificates, Class X-IO Certificates, Class P Certificates or Class R Certificate may be made to the Depositor, to any part Person that was, at any time, an owner of a Beneficial Interest shall be permittedHome Equity Loan, and no or to any Seller except in connection with (1) with respect to the Depositor, the initial issuance of such transfer shall be effective hereunder, if such transfer would cause 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 M-10 Certificates, Class R Certificates, Class P Certificates and Class X-IO Certificates may be classified as transferred to Nationstar Residual LLC, a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year Delaware limited liability company and wholly-owned subsidiary of the TrustSeller, 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 Transfer sale or other transfer of all record or beneficial ownership of any part of Residual Certificate (whether pursuant to a Beneficial Interest 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 any Person 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 Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless (i) such Person delivers to the Owner Trustee has received an accession agreement affidavit from the proposed transferee substantially in the form attached hereto as Exhibit H. Each holder of Exhibit 2 hereofany Residual Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(a). (b) No other sale or other transfer of record or beneficial ownership of an Unregistered Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities 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, (iii) except for the initial transfer of Trustee and the Beneficial Interest of the Depositor, the Owner Trustee Unaffiliated Seller shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating them that such Transfer is exempt from transfer may be made pursuant to an exemption, describing the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests exemption and the Sharing Ratios in the Trust at such timebasis therefor, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor from said Act or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates is being made pursuant to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreementsaid Act, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the TrustUnaffiliated Seller, or (ii) the Trustee shall require the Transferee to execute an investment letter, in the form of Exhibit N or Exhibit O, as applicable, certifying to the Trustee and the Unaffiliated Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee. The Owner of an Unregistered Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Unaffiliated 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. (ec) No Transfer Notwithstanding the foregoing, no sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest Class B Certificate, Class C Certificate or a Residual Certificate shall be permittedmade unless the Trustee shall have received a representation letter, and in the form of Exhibit P, from the transferee of such Certificate, to the effect that such transferee is not an employee benefit plan subject to Section 406 of the Employee Retirement Income Security Act 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. Notwithstanding the foregoing, no such sale or other transfer of record or beneficial ownership of an Offered Certificate shall be effective hereundermade to a Plan, if such transfer would cause or to a Person acting on behalf of, or using the Trust assets of, a Plan. Each Person acquiring the Offered Certificates, or to whom the Offered Certificates are transferred, shall be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust deemed to have more than 100 Owners at represented that it is not a Plan, nor is it acting on behalf of any time during Plan nor using the assets of any taxable year Plan to affect such transfer. Notwithstanding the foregoing, no sale or other transfer of record or beneficial ownership of a Offered Certificate shall be made to a Plan, or to a Person acting on behalf of, or using the Trustassets of, a Plan. Each Person acquiring the Offered Certificates, or to whom the Offered Certificates are transferred, shall be deemed to have represented that it is not a Plan, nor is it 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 Transfer sale or other transfer of all or any part of a Beneficial Interest Offered Certificate shall be made to the Sponsor, 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 Certificate 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 in the form attached hereto as Exhibit I. 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 5.08(b). 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 11.17 hereof. (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 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 64 76 three years from the Startup Day, (i) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Sponsor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Sponsor that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the TrustSponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Sponsor certifying to the Trustee and the Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Sponsor. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the 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 (as defined in Section 4975(e)(1) of the Code) subject to Section 4975 of the Code, 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 (each, a "Benefit Plan Entity"). Any transferee of a Class R Certificate shall (x) certify that it is not any of the above and (y) deliver an opinion of counsel to that effect. (ed) No Transfer Subordinate Certificate shall be acquired by or transferred to a Benefit Plan Entity other than an insurance company using the assets of all or any part its general account under circumstances whereby the exemptive relief granted in Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) ("PTE 95-60") is available with respect to the purchase and holding of such Subordinate Certificate. Each transferee of a Beneficial Interest Subordinate Certificate shall represent (or, in the case of any transfer of beneficial ownership in a book-entry certificate, shall be permitted, deemed to represent) that either (i) it is not a Benefit Plan Entity or (ii) it is an insurance company using the assets of its general account and no such transfer shall be effective hereunder, if such transfer would cause that the Trust exemptive relief granted in PTE 95-60 is available with respect to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year transferee's purchase and holding of the TrustSubordinate Certificate.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership or assignment of an interest in a Beneficial Interest 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 Certificate 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 in the form attached hereto as Exhibit I. 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 5.08(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. (b) No other sale or other transfer of record or beneficial ownership of a Class C-IO Certificate, a Class D Certificate, a Class R Certificate, or a Class S Certificate (collectively, the "Exempt Certificates") shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (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) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Depositor shall have received require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Depositor in the event that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Securities Act and any applicable state securities laws or is being made pursuant to said Securities Act and laws. (b) At any time that there is more than one Owner, no Transfer which Opinion of a Beneficial Interest Counsel shall not be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer an expense of the Owners holding at least 85% Trustee, the Trust Estate or the Servicers and (ii) the Trustee shall require the transferee to execute an investment letter in substantially the form of both Exhibit J hereto acceptable to and in form and substance satisfactory to the Percentage Interests Seller certifying to the Trustee and the Sharing Ratios in Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee, the Trust at Estate or the Seller. The Owner of an Exempt Certificate desiring to effect such timetransfer shall, which consent and does hereby agree to, indemnify the Trustee, the Servicers, the Depositor and the Seller against any liability that may result if the transfer is not be unreasonably withheld; provided, however, that so exempt or is not made in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor accordance with such federal and its Affiliates are the only Owners) any Affiliate thereof shall be excludedstate laws. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part transfer of a Beneficial Interest Class D 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 D Certificate or Class R Certificate, acceptable to any and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA Title I of the Employee Retirement Income Security Act ("ERISA") nor a plan or other arrangement subject to Section 4975 of the Code (collectively, “a "Plan”"), nor to any Person acting, directly or indirectly, 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 D Certificate or Class R Certificate to or on behalf of any Plan shall be null and void and of no effect. Each transferee of a Mezzanine Certificate or a Class B-1 Certificate shall be deemed to have represented either that it is not a Plan or any Person acquiring the Beneficial Interest with “plan assets” that it is an insurance company general account and that Prohibited Transaction Exemption 95-60 covers its acquisition and holding of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trustsuch Certificates. (ed) No Transfer sale or other transfer of all any Offered Certificate may be made to the Depositor or the Seller or any part Originator. No sale or other transfer of any Offered Certificate may be made to a Beneficial Interest Seller affiliate unless the Trustee shall be permitted, and no have been furnished with an Opinion of Counsel acceptable to the Trustee experienced in federal bankruptcy matters to the effect that such transfer shall be effective hereunder, if such sale or transfer would cause not adversely affect the character of the conveyance of the Mortgage Loans to the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year sale. No sale or other transfer of the TrustClass 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.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities lawslaw. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust there shall be excluded the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excludedthereof. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA ERISA, or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that those undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, purposes by causing the Trust to have more than 100 Owners at any time during any the taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest 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 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 Person purpose hereunder, including, but not limited to, the receipt of distributions on such Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless (i) such Person delivers to the Owner Trustee has received an accession agreement substantially affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of Exhibit 2 a Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a). The Class R-I, Class R-II and Class R Certificates are not transferable except that the Owner of the Tax Matters Person Residual Interest in the REMIC I, REMIC II or REMIC III may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof, . (iib) except for the initial No other sale or other transfer of record or beneficial ownership of a Class A-2 Internal Certificate, a Class C, a Class R-I, Class R-II or Class R Certificate shall be made unless such transfer is exempt from the Beneficial Interest registration requirements of the Depositor, Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In the Owner event (c) [RESERVED] (d) [RESERVED] (e) No transfer of a Residual Certificate shall be made unless the Trustee shall have received a written opinion representation letter from the transferee of counsel such Residual Certificate, acceptable to and in form and substance satisfactory to the Owner Trustee stating to the effect that such Transfer transferee is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any an employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are 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 to any Person acting, directly or indirectly, 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 or Class C Certificate, 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 or any Person acquiring the Beneficial Interest Class C Certificates with “plan assets” assets of a Plan within or (ii) is an insurance company acquiring its interest as permitted in accordance with Prohibited Transaction Exemption 95-60. Notwithstanding anything else to the meaning contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the Department delivery to the Trustee a representation letter as described above shall be null and void and of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 no effect. (“Plan Assets”f) 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 Owner Trustee is provided and the Certificate Insurer shall have been furnished with an opinion of counsel which establishes acceptable to the satisfaction 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 Owner Trustee that the purchase conveyance of the Beneficial Interest is permissible under applicable law, will not constitute Home Equity Loans to the Trust as a sale. No sale or result in any prohibited transaction under ERISA or Section 4975 other transfer of the Code and will not subject Residual Certificate issued to ContiFunding Corporation on the Owners, the Owner Trustee Startup Day may be transferred or the Trust sold to any obligation or liability (including obligations or liabilities under ERISA or Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust11.18 hereof. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, and (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities lawslaw. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 8566 2/3% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that in calculating the total Beneficial Interests in the Trust there shall be excluded the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excludedthereof. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all or any part of a Beneficial Interest Class A Certificate shall be made to the Sponsor, 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 Certificate 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 in the form attached hereto as Exhibit I. 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 5.08(b). 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 11.17 hereof. (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 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) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Sponsor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Sponsor that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. Sponsor, and (eii) No Transfer the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Sponsor certifying to the Trustee and the Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of all the Trustee or any part the Sponsor. The Owner of a Beneficial Interest Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Sponsor against any liability that may result if the transfer is not so exempt or is not made 54 62 in accordance with such federal and state laws. No Class R Certificate shall be permittedacquired by or transferred to (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Security Act of 1974, and no such transfer shall be effective hereunderas amended ("ERISA")) subject to the provisions of Title I of ERISA, if such transfer would cause (ii) a plan (as defined in Section 4975(e)(1) of the Trust Code) subject to Section 4975 of the Code, or (iii) an entity whose underlying assets are deemed to be classified as assets of a publicly traded partnershipplan described in (i) or (ii) above by reason of such plan's investment in the entity (each, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at "Benefit Plan Entity"). Any transferee of a Class R Certificate shall (x) certify that it is not any time during any taxable year of the Trustabove and (y) deliver an opinion of counsel to that effect.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (ed) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or beneficial ownership of any part of Residual Certificate (whether pursuant to a Beneficial Interest 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 any Person 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 Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless (i) such Person delivers to the Owner Trustee has received an accession agreement affidavit from the proposed transferee substantially in the form attached hereto as Exhibit H. Each holder of Exhibit 2 hereofany Residual Certificate, by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.8(a). (b) No other sale or other transfer of record or beneficial ownership of an Unregistered Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities 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, (iii) except for the initial transfer of Trustee and the Beneficial Interest of the Depositor, the Owner Trustee Unaffiliated Seller shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating them that such Transfer is exempt from transfer may be made pursuant to an exemption, describing the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests exemption and the Sharing Ratios in the Trust at such timebasis therefor, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor from said Act or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates is being made pursuant to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreementsaid Act, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the TrustUnaffiliated Seller, or (ii) the Trustee shall require the Transferee to execute an investment letter, in the form of Exhibit N or Exhibit O, as applicable, certifying to the Trustee and the Unaffiliated Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee. The Owner of an Unregistered Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Unaffiliated 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. (ec) No Transfer Notwithstanding the foregoing, no sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest Class B Certificate or a Residual Certificate shall be permittedmade unless the Trustee shall have received a representation letter, and in the form of Exhibit P, from the transferee of such Certificate, to the effect that such transferee is not an employee benefit plan subject to Section 406 of the Employee Retirement Income Security Act or a plan nor other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), or is acting on behalf of any Plan nor using the assets of any Plan to affect such transfer. Notwithstanding the foregoing, no such sale or other transfer of record or beneficial ownership of an Offered Certificate shall be effective hereundermade to a Plan, if such transfer would cause or to a Person acting on behalf of, or using the Trust assets of, a Plan. Each Person acquiring the Offered Certificates, or to whom the Offered Certificates are transferred, shall be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust deemed to have more than 100 Owners at represented that it is not a Plan, nor is it acting on behalf of any time during Plan nor using the assets of any taxable year of the TrustPlan to affect such transfer.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all or any part of a Beneficial Interest Offered Certificate shall be made to the Sponsor, 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 Certificate 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 in the form attached hereto as Exhibit I. 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 5.08(b). 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 11.17 hereof. (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 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) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Sponsor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Sponsor that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the TrustSponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Sponsor certifying to the Trustee and the Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Sponsor. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the 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 (as defined in Section 4975(e)(1) of the Code) subject to Section 4975 of the Code, 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 (each, a "Benefit Plan Entity"). Any transferee of a Class R Certificate shall (x) certify that it is not any of the above and (y) deliver an opinion of counsel to that effect. (ed) No Transfer Subordinate Certificate shall be acquired by or transferred to a Benefit Plan Entity other than an insurance company using the assets of all or any part its general account under circumstances whereby the exemptive relief granted in Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) ("PTE 95-60") is available with respect to the purchase and holding of such Subordinate Certificate. Each transferee of a Beneficial Interest Subordinate Certificate shall represent (or, in the case of any transfer of beneficial ownership in a book-entry certificate, shall be permitted, deemed to represent) that either (i) it is not a Benefit Plan Entity or (ii) it is an insurance company using the assets of its general account and no such transfer shall be effective hereunder, if such transfer would cause that the Trust exemptive relief granted in PTE 95-60 is available with respect to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year transferee's purchase and holding of the TrustSubordinate Certificate.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest 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 Certificate 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 in the form attached hereto as Exhibit I. 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 5.08(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. (b) 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, 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) such Person delivers to in the Owner Trustee case of transfers for which an accession agreement substantially investment letter in the form of Exhibit 2 hereof, (ii) except for J-1 is provided by the initial transfer of the Beneficial Interest of the Depositortransferee, the Owner Trustee or the Seller shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Seller, the Trustee stating and the Certificate Insurer in the event that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the OwnersSeller, the Owner Depositor, the Trustee or the TrustTrust Estate; and (ii) in the form of Exhibit J-1 or J-2, which investment letter shall not be an expense of the Seller, the Depositor, the Trustee, the Trust Estate or the Certificate Insurer. 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 the 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. (ec) No Transfer of all or any part transfer of a Beneficial Interest Class R Certificate shall be permittedmade unless the Trustee shall have received a representation letter from the transferee of such Class R Certificate, acceptable to and no 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 transfer shall be effective hereunder, if such transfer would cause the Trust transferee is not an employee benefit plan subject to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year Section 406 of the Trust.ERISA

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities lawslaw. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 8580% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that in calculating the total Beneficial Interests in the Trust there shall be excluded the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excludedthereof. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA ERISA, or Section 4975 of the Code (collectively, “"Plan”"), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “"plan assets” " of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3ss.2510.3-101 (“"Plan Assets”") unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that those undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, purposes by causing the Trust to have more than 100 Owners at any time during any the taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest after the date hereof shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such timeSuper-majority Owners, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx Kxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all any Class A Certificate shall be made to the Sponsor, the Originator or any part of their respective affiliates. Except for the initial issuance of the Originator's Certificate to the Originator, no transfer of a Beneficial Class A Certificate or an Originator's Certificate shall be made to an employee benefit plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a plan subject to section 4975 of the Code or a Person using the assets of such an employee benefit plan or plan to acquire its interest in the Class A Certificate or Originator's Certificate. By its acceptance of a Class A Certificate or an Originator's Certificate, the transferee of such Certificate will be deemed to have represented and warranted that it is not subject to the foregoing restriction. (b) No sale or other transfer of record or beneficial ownership of the Originator's Interest shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to any Person unless be made within three years from the Closing Day, (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Originator shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Originator that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the OwnersTrust, the Owner Trustee Trustee, the Originator or the Sponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Sponsor, the Originator and the Trustee certifying to the Trustee, the Originator and the Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Trust, the Trustee, the Originator or the Sponsor. The Owner of the Originator's Interest desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer, the Originator and the 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. (ec) No Transfer The holder of all the Originator's Certificate may transfer all, but not less than all, of its interest in the Originator's Interest. The Originator's Interest shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Originator Certificate shall (A) be organized and existing under the laws of the United States of America or any part state or the District of a Beneficial Columbia thereof, and (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Originator hereunder; (ii) the holder of the Originator's Interest shall be permitteddeliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 5.8 and that all conditions precedent provided by this subsection 5.8(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this subsection 5.8(c) have been complied with, and the Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the holder of the Originator's Interest shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Class A Certificates, after giving effect to such transfer, will not be reduced or withdrawn without regard to the Policy; (iv) the transferee of the Originator's Interest shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer shall be effective hereunder, if will not adversely affect the treatment of the Class A Certificates after such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation debt for federal and applicable state income tax purposes, by causing (b) such transfer will not result in the Trust being subject to tax at the entity level for federal or applicable state tax purposes, (c) such transfer will not have more than 100 Owners at any time during material adverse impact on the federal or applicable state income taxation of a Class A Certificateholder or any taxable year Certificate Owner and (d) such transfer will not result in the arrangement created by this Agreement or any "portion" of the Trust, being treated as a taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue the perfection of the interest of the Trust in the Mortgage Loans and the other property conveyed hereunder shall have been taken or made. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Section 5.8(c) shall not apply in the event the Trustee shall have received a letter from each Rating Agency confirming that its rating of the Class A Certificates, after giving effect to a proposed transfer to a Person that does not meet the requirement set forth in subclause (i)(A), shall not be reduced or withdrawn. Notwithstanding the foregoing, the requirements set forth in this paragraph (c) shall not apply to the initial issuance of the Originator's Interest to the Originator.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all or any part of a Beneficial Interest Class A Certificate shall be made to the Unaffiliated Seller or any Person of its respective affiliates, the Servicer, any Sub-Servicer or the Trust. (b) No sale or other transfer of record or beneficial ownership of 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 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 Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless (i) such Person delivers to the Owner Trustee has received an accession agreement affidavit from the proposed transferee substantially in the form attached hereto as Exhibit H. Each holder of Exhibit 2 hereofany 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 Unregistered Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities 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, (iii) except for the initial transfer of Trustee or the Beneficial Interest of the Depositor, the Owner Trustee Unaffiliated Seller shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Unaffiliated Seller that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the TrustUnaffiliated Seller, or (ii) the Trustee shall require the Transferee to execute an investment letter, in the form of Exhibit N or Exhibit O, as applicable, certifying to the Trustee and the Unaffiliated Seller the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee. The Owner of a Unregistered Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Unaffiliated 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. (ed) No Transfer Notwithstanding the foregoing, no sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest Class B Certificate, Class C Certificate or a Residual Certificate shall be permittedmade unless the Trustee shall have received a representation letter, and no in the form of Exhibit P, from the transferee of such transfer shall be effective hereunderCertificate, if to the effect that such transfer would cause the Trust transferee is not an employee benefit plan subject to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year Section 406 of the TrustEmployee Retirement Income Security Act 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 Transfer sale or other transfer of all or any part of a Beneficial Interest Offered Certificate shall be made to the Sponsor, 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 60 74 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 Certificate 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 in the form attached hereto as Exhibit I. 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 5.08(b). 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 11.17 hereof. (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 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) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Sponsor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Sponsor that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. Sponsor, and (eii) No Transfer the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Sponsor certifying to the Trustee and the Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of all the Trustee or any part the Sponsor. The Owner of a Beneficial Interest Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the 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 permittedacquired by or transferred to (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Security Act of 1974, and no such transfer shall be effective hereunderas amended ("ERISA")) subject to the provisions of Title I of ERISA, if such transfer would cause (ii) a plan described in section 4975(e)(1) of the Trust Internal Revenue Code of 1986, or (iii) an entity whose underlying assets are deemed to be classified as assets of a publicly traded partnership, taxable as a corporation for federal income tax purposes, plan described in (i) or (ii) above by causing reason of such plan's investment in the Trust to have more than 100 Owners at entity. Any Class R Certificate transferred shall (x) certify that it is not any time during any taxable year of the Trustabove and (y) deliver an opinion of counsel to that effect.

Limitation on Transfer of Ownership Rights. (a) No Transfer of all or any part of a Beneficial Interest after the date hereof shall be made to any Person unless (i) such Person delivers to the Owner Trustee an accession agreement substantially in the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee shall have received a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the 1933 Act and any applicable state securities laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such timeSuper-majority Owners, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. (e) No Transfer of all or any part of a Beneficial Interest shall be permitted, and no such transfer shall be effective hereunder, if such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year of the Trust.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all or any part of a Beneficial Interest Class A Certificate shall be made to the Sponsor, any Person Originator or any of their respective affiliates, other than Advanta National Bank or Advanta Bank Corp. (b) No sale or other transfer of record or beneficial ownership of a Class R-I or Class R-II 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-I or Class R-II 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-I or Class R-II Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R-I or Class R-II Certificate nor authenticate and make available any new Class R-I or Class R-II Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit H. Each holder of a Class R-I or Class R-II 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 sale or other transfer of record or beneficial ownership of a Class B, Class BS, Class R-I or Class R-II Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, and any applicable state securities laws or is made in accordance with the Securities Act and laws. In the event such a transfer is to be made within two years from the Startup Day, (i) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Sponsor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Sponsor that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Securities Act and any applicable state securities laws. (b) At any time that there laws or is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates being made pursuant to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans Securities Act and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreementlaws, which opinion of counsel shall not be an expense of the Owners, the Owner Trustee or the Trust. Sponsor, and (eii) No Transfer 58 65 the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the Sponsor certifying to the Trustee and the Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of all the Trustee or any part the Sponsor. The Owner of a Beneficial Interest Class B, Class BS, Class R-I or Class R-II Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the 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 B, Class BS, Class R-I or Class R-II Certificate shall be permittedacquired by or transferred to (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, and no such transfer shall be effective hereunderas amended ("ERISA")) subject to the provisions of Title I of ERISA, if such transfer would cause (ii) a plan (as defined in Section 4975(e)(1) of the Trust Code) subject to Section 4975 of the Code, or (iii) an entity whose underlying assets are deemed to be classified as assets of a publicly traded partnershipplan described in (i) or (ii) above by reason of such plan's investment in the entity (each, taxable as a corporation for federal income tax purposes"Benefit Plan Entity"). Any transferee of a Class B, by causing Class BS, Class R-I or Class R-II Certificate shall deliver to the Trust Trustee a certificate to have more than 100 Owners at any time during any taxable year of the Trusteffect that it is not a Benefit Plan Entity.

Limitation on Transfer of Ownership Rights. (a) No Transfer sale or other transfer of all record or any part beneficial ownership of a Beneficial Interest 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 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 Residual Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a Residual Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a). The Class R-I and Class R-II certificates are not transferable except that the Owner of the Tax Matters Person Residual Interest in the REMIC I or REMIC II may assign its interest to another Person who accepts such assignment and the designation as Tax Matters Person pursuant to Section 11.18 hereof. (b) No other sale or other transfer of record or beneficial ownership of a Class A-2 Fixed, a Class R-I or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities 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) such Person delivers to the Owner Trustee an accession agreement substantially in or the form of Exhibit 2 hereof, (ii) except for the initial transfer of the Beneficial Interest of the Depositor, the Owner Trustee Depositor shall have received require a written opinion of counsel acceptable to and in form and substance satisfactory to the Owner Trustee stating Depositor and the Certificate Insurer in the event that such Transfer is exempt transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 said Act and any applicable state securities laws or is being made pursuant to said Act and laws. (b) At any time that there is more than one Owner, no Transfer of a Beneficial Interest shall be valid unless the Owner making such Transfer shall have received the prior written consent to such Transfer of the Owners holding at least 85% of both the Percentage Interests and the Sharing Ratios in the Trust at such time, which consent may not be unreasonably withheld; provided, however, that in calculating the total Beneficial Interests in the Trust the Beneficial Interest owned by the transferor or (unless the transferor and its Affiliates are the only Owners) any Affiliate thereof shall be excluded. (c) Except for the initial issuance of the Trust Certificates to the Depositor, no Transfer shall be valid if, as a result of such Transfer, (i) any Person would have a Percentage Interest or a Sharing Ratio of 100%, considering for such purpose all interests owned by any Affiliate of such Person as owned by such Person, or (ii) such Transfer would result in a termination of the Trust for Federal income tax purposes. (d) No Transfer of all or any part of a Beneficial Interest shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code (collectively, “Plan”), nor to any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring the Beneficial Interest with “plan assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Owner Trustee is provided with an opinion of counsel which establishes to the satisfaction of the Owner Trustee that the purchase of the Beneficial Interest is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Owners, the Owner Trustee or the Trust to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to that undertaken in this Agreement, which opinion of counsel shall not be an expense of the OwnersTrustee, the Owner Trustee Certificate Insurer or the TrustTrust 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 Sellers certifying to the Trustee, the Certificate Insurer and each of the 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 Sellers. The Owner of a Class R-I or 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 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) [RESERVED] (e) No Transfer of all or any part transfer of a Beneficial Interest Residual Certificate shall be permittedmade unless the Trustee shall have received a representation letter from the transferee of such Residual Certificate, acceptable to and no in form and substance satisfactory to the Trustee to the effect that such transfer 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 Certificate, the transferee shall be effective hereunderdeemed to have represented that it either (i) is not a Plan and is not acquiring its interest in such Class B Certificates 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, if 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. (f) 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 cause not adversely affect the character of the conveyance of the Home Equity Loans to the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes, by causing the Trust to have more than 100 Owners at any time during any taxable year sale. No sale or other transfer of the TrustResidual 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.