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

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of 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(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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee or the Trust 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 or the Trust Estate. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor 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. (c) No transfer of a Mezzanine Certificate, Class B Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership or assignment of an interest in 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(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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee or the Trust 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 or the Trust Estate. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor 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. (c) No transfer of a Mezzanine Certificate, Class B Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of 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(a5.08(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 11.18 11.17 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 ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Day, (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee or the Trust 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 or the Trust Estate. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor 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. (c) No transfer of a Mezzanine Certificate, Class B Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of 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(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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee or the Trust 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 or the Trust Estate. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor 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. (c) No transfer of a Mezzanine Certificate, Class B Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R B Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate or assignment of an interest in the LowerUpper-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 LowerUpper-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 LowerUpper-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 LowerUpper-Tier REMIC Residual Class is not transferable except that the Owner of the Tax Matters Person Residual Interest in the LowerUpper-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 B-IO Certificate or a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, 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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller Depositor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, Depositor and the Trustee Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the SellerTrustee, the Depositor, the Trustee Trust Estate or the Trust Estate; Certificate Insurer, 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 form Sellers and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and each of Exhibit J-1 or J-2the Sellers the facts surrounding such transfer, which investment letter shall not be an expense of the SellerTrustee, the Depositor, the Trustee or the Trust Estate, the Certificate Insurer or either of the Sellers. The Owner of a Class B-IO Certificate or a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer, the Depositor and each of the Seller Sellers against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) No transfer of a Mezzanine Certificate, Class B Certificate B-IO or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate B-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above)Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code 57 (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel a representation letter as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Class A Certificate may be made to the Depositor, the SellerSellers or the Servicer. No sale or other transfer of any Class A 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 Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Home Equity Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to either of the Sellers, the Depositor or the Servicer or any Subservicer. No sale or other transfer of their respective Affiliatesthe Class R Certificate issued to ContiFunding Corporation on the Startup Day may be transferred or sold to any Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership of a Class R Residual 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 Residual 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 ClassCertificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Residual Certificate nor authenticate and make available any new Class R Residual Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit I. Each holder of a Class R 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 LowerClass R-Tier REMIC Residual I, Class is R-II and Class R Certificates are not transferable except that the Owner of the Tax Matters Person Residual Interest in the Lower-Tier 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, Act and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three years from the Startup Dayday, (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller Depositor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, Depositor and the Trustee Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the SellerTrustee, the Depositor, the Trustee Certificate Insurer or the Trust 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 form Sellers certifying to the Trustee, the Certificate Insurer and each of Exhibit J-1 or J-2the Sellers and the Certificate Insurer the facts surrounding such transfer, which investment letter shall not be an expense of the SellerTrustee, the Depositor, the Trustee or 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 Depositor, the Certificate Insurer and each of the Seller 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) The Internal Certificates, upon their registration or the name of the Swap Trust, are not thereafter transferable. (d) [RESERVED]. (e) No transfer of a Mezzanine Certificate, Class B Certificate or Class R Residual Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate or Class R Residual Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine By its acceptance or acquisition of a Class B or Class C Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief transferee shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, have represented that it either (i) is not a Plan and is not acquiring its interest in such Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R C Certificates will not result in the with assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation a Plan or liability (ii) is an insurance company acquiring its interest as permitted in addition to those expressly undertaken under this Agreementaccordance with Prohibited Transaction Exemption 95-60. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel a representation letter as described above shall be null and void and of no effect. (df) No sale or other transfer of any Offered Certificate may be made to the Depositor, the SellerSellers or the Servicer. No sale or other transfer of any Offered Certificate may be made to an affiliate of either Seller unless the Trustee and the Certificate Insurer shall have been furnished with an opinion of counsel acceptable to the Trustee and the Certificate Insurer experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Home Equity Loans to the Trust as a sale. No sale or other transfer of the Residual Certificate issued to ContiFunding Corporation on the Startup Day may be transferred or sold to any Person, except to a person who accepts the Servicer or any appointment of their respective AffiliatesTax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership or assignment of an interest in 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(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 Guaranteed Certificate, 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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller Depositor shall require a written opinion Opinion of counsel Counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee Depositor in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Securities Act and laws, which opinion Opinion of counsel Counsel shall not be an expense of the SellerTrustee, the Depositor, the Trustee or the Trust Estate; , the Master Servicer, the Special Servicer, the Guarantor or the Servicer and (ii) the Trustee shall require the transferee to execute an investment letter in substantially the form of Exhibit J-1 or J-2J hereto acceptable to and in form and substance satisfactory to the Seller certifying to the Trustee and the Seller the facts surrounding such transfer, which investment letter shall not be an expense of the SellerTrustee, the Depositor, the Trustee Trust Estate or the Trust EstateSeller. The Owner of a Class R an Exempt Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Servicer, the Master Servicer, the Special Servicer, the Guarantor, the Depositor 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. (c) No transfer of an Exempt Certificate (other than a Mezzanine Guaranteed Certificate, Class B 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 Mezzanine Certificate, Class B Certificate or Class R Exempt Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above)Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 Title I of ERISA nor a plan or other arrangement subject to Section 406 of ERISA the Employee Retirement Income Security Act ("ERISA") nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a an Exempt Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No transfer of all or any portion of any Class M-1A Certificates, Class M-2A Certificates, Class B-1A Certificates or Class B-1F Certificates shall be made to a transferee that is a Plan unless such Plan qualifies for an exemption from Sections 406 and 407 of ERISA and Section 4975 of the Code, and each beneficial owner of such certificate shall be deemed to have represented, by virtue of its acquisition of such a Certificate, either (i) that it is not a Plan or (ii) that an exemption from Sections 406 and 407 of ERISA and Section 4975 of the Code will apply to the acquisition, holding and resale of such Certificates by the beneficial owner thereof. The Owner of each of the Class M- 1A Certificates, Class M-2A Certificates, Class B-1A Certificates and Class B-1F Certificates desiring to effect such transfer shall, and hereby does agree to, indemnify the Trustee, the Servicer, the Master Servicer, the Special Servicer, the Guarantor, the Depositor and the Seller against any liability that may result if such transfer is not made in accordance with ERISA and the Code. (e) No sale or other transfer of any Offered Certificate may be made to the Depositor, Depositor or the Seller, the Servicer Seller or any Originator. No sale or other transfer of their respective Affiliatesany Offered Certificate may be made to a Seller affiliate unless the Trustee shall have been furnished with an Opinion of Counsel acceptable to the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Mortgage Loans to the Trust as a sale. No sale or other transfer of the Class R Certificate issued to the Tax Matters Person appointed on the Startup Day may be transferred or sold to any Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate or assignment of an interest in the LowerUpper-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 LowerUpper-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 LowerUpper-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 LowerUpper-Tier REMIC Residual Class is not transferable except that the Owner of the Tax Matters Person Residual Interest in the LowerUpper-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 B-IO Certificate or a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, 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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller Depositor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, Depositor and the Trustee Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the SellerTrustee, the Depositor, the Trustee Trust Estate or the Trust Estate; Certificate Insurer, 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 form Sellers and the Certificate Insurer certifying to the Trustee, the Certificate Insurer and each of Exhibit J-1 or J-2the Sellers the facts surrounding such transfer, which investment letter shall not be an expense of the SellerTrustee, the Depositor, the Trustee or the Trust Estate, the Certificate Insurer or either of the Sellers. The Owner of a Class B-IO Certificate or a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Insurer, the Depositor and each of the Seller Sellers against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) No transfer of a Mezzanine Certificate, Class B Certificate B-IO or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate B-IO or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above)Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel a representation letter as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Class A Certificate may be made to the Depositor, the SellerSellers or the Servicer. No sale or other transfer of any Class A 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 Certificate Insurer and the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Home Equity Loans to the Trust as a sale. To the extent any payment to an Owner of a Class A Certificate constitutes an Insured Payment, such payment will not be made to either of the Sellers, the Depositor or the Servicer or any Subservicer. No sale or other transfer of their respective Affiliatesthe Class R Certificate issued to ContiFunding Corporation on the Startup Day may be transferred or sold to any Person, except to a person who accepts the appointment of Tax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any 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(a5.08(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 11.18 11.17 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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee or the Trust 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 or the Trust Estate. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor 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. (c) No transfer of a Mezzanine Certificate, Class B Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of 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(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 Certificate or a Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act, 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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller Depositor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee Depositor in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee or the Trust 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 form Sellers certifying to the Trustee and each of Exhibit J-1 or J-2the Sellers the facts surrounding such transfer, which investment letter shall not be an expense of the SellerTrustee, the Depositor, the Trustee or the Trust Estate, or either of the Sellers. The Owner of a Class C Certificate or a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and each of the Seller Sellers against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) No transfer of a Mezzanine Certificate, Class B Certificate Certificate, Class C or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate Certificate, Class C or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above)Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel 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 SellerSellers or the Servicer. No sale or other transfer of any Offered Certificate may be made to an affiliate of either Seller unless the Trustee shall have been furnished with an opinion of counsel acceptable to the Trustee experienced in federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Home Equity Loans to the Trust as a sale. No sale or other transfer of the Class R Certificate issued to ContiFunding Corporation on the Startup Day may be transferred or sold to any Person, except to a person who accepts the Servicer or any appointment of their respective AffiliatesTax Matters Person pursuant to Section 11.18 hereof.

Limitation on Transfer of Ownership Rights. (a) 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(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) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee and the Certificate Insurer in the event that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee or the Trust 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 Trustee, the Trust Estate or the Trust EstateCertificate Insurer. The Owner of a Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor 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. (c) No transfer of a Mezzanine Certificate, Class B Certificate or Class R Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate or Class R Certificate, acceptable to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (b) above), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificate, Class B Certificate or Class R Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effect. (d) No sale or other transfer of any Offered Class A Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.

Limitation on Transfer of Ownership Rights. (a) No sale or other transfer of any Class A Certificate shall be made to the Sponsor, any 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 or Class RL 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 or Class RL 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 ClassClass RL Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R or Class RL Certificate nor authenticate and make available any new Class R or Class RL 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 or Class RL Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a5.08(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 11.18 hereof. (bc) No other sale or other transfer of record or beneficial ownership of a Class B, Class BS, Class R or Class RL Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities ActAct of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event such a transfer is to be made within three two years from the Startup Day, (i) in the case of transfers for which an investment letter in the form of Exhibit J-1 is provided by the transferee, the Trustee or the Seller Sponsor shall require a written opinion of counsel acceptable to and in form and substance satisfactory to the Seller, the Trustee in the event Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which opinion of counsel shall not be an expense of the Seller, the Depositor, the Trustee or the Trust Estate; Sponsor, and (ii) the Trustee shall require the Transferee to execute an investment letter acceptable to and in form and substance satisfactory to the form of Exhibit J-1 or J-2Sponsor certifying to the Trustee and the Sponsor the facts surrounding such transfer, which investment letter shall not be an expense of the Seller, the Depositor, the Trustee or the Trust EstateSponsor. The Owner of a Class B, Class BS, Class R or Class RL Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor Trustee and the Seller 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. (c) . No transfer of a Mezzanine CertificateClass B, Class B Certificate BS, Class R or Class R RL Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Mezzanine Certificate, Class B Certificate acquired by or Class R Certificate, acceptable transferred to and in form and substance satisfactory to the Trustee (which may be combined with the investment letter required by subsection (bi) above), to the effect that such transferee is not an employee benefit plan (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) subject to Section 406 the provisions of ERISA nor Title I of ERISA, (ii) a plan or other arrangement subject to (as defined in Section 406 4975(e)(1) of ERISA nor a plan or other arrangement the Code) subject to Section 4975 of the Code Code, or (collectivelyiii) 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 "PlanBenefit Plan Entity"), nor is acting on behalf . Any transferee of any Plan nor using the assets of any Plan to effect such transfer. In the event that any Mezzanine Certificatea Class B, Class B Certificate BS, Class R or Class R RL Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), any representations necessary to invoke exemptive relief shall be deemed to be made deliver to the Trustee by the transferee's acceptance of the Mezzanine Certificates, Class B Certificates or Class R Certificates. If the necessary representations are not met, the Trustee must receive an opinion of counsel, acceptable to and in form and substance satisfactory to the Trustee, which opinion of counsel shall not be at the expense of either the Trustee or the Trust, a certificate to the effect that the purchase or holding of any Mezzanine Certificate, Class B Certificate or Class R Certificates will it is not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Trustee to any obligation or liability in addition to those expressly undertaken under this Agreement. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Benefit Plan not qualified for exemptive relief without the delivery to the Trustee of an opinion of counsel as described above shall be null and void and of no effectEntity. (d) No sale or other transfer of any Offered Certificate may be made to the Depositor, the Seller, the Servicer or any of their respective Affiliates.