Common use of Restrictions on Transfer of Residual Certificates Clause in Contracts

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, “transferred” or a “transfer”) only in accordance with this Section 4.10. (b) Each prospective transferee of a Residual Certificate, other than the Sponsor, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and is aware that the seller of such Residual Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the 1940 Act, as amended (including, but not limited to, the Sponsor). (ii) Such Person understands that such Residual Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a “qualified institutional buyer” or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in each case in a transaction meeting the requirements of Rule 144A under the Securities Act or that is otherwise exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person shall comply with the provisions of Section 4.9, as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Certificate. (c) Except with respect to the initial transfer of the Class B Certificates to Terwin Advisors LLC (or its affiliate) and the first transfer of the Class B Certificates by Terwin Advisors LLC (or its affiliate), no pledge or transfer of a Residual Certificate shall be effective unless such purchase or transfer is (i) to a single beneficial owner and (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee and the Insurer, which Opinion of Counsel shall not be an expense of the Trust, the Certificate Registrar, the Insurer or the Sponsor, to the effect that (a) such pledge or transfer will not cause the Trust to be treated for federal income tax purposes as an association taxable as a corporation, a taxable mortgage pool, or a publicly traded partnership taxable as a corporation and (b) such pledge or transfer will not jeopardize the status of the Notes as debt for all purposes. (d) No transfer, including any pledge, of Residual Certificates shall be effective, and the purported transferor shall continue to be regarded as the beneficial owner of the Residual Certificates, if, as a result of the transfer (or pledge), there would be more than 80 beneficial owners of Certificates. For purposes of applying this restriction, if the registered holder of Certificates is a partnership (or an entity treated as a partnership for federal income tax purposes), a grantor trust, or an S corporation, the Certificates shall be treated as being beneficially owned by the partners, beneficiaries, or shareholders. The Owner Trustee and Certificate Registrar shall be under no obligation to determine the number of such beneficial owners. The transferee or pledgee shall certify in writing to the Owner Trustee and Certificate Registrar the number of such partners, beneficiaries and shareholders, and the Owner Trustee and Certificate Registrar may conclusively rely on such certifications. Moreover, to ensure that the Issuer will not become subject to payment of U.S. withholding tax, any transfer of Certificates to a person other than a U. S. person is prohibited. (e) Notwithstanding any contrary provision in this Section 4.10 and only with respect to the first transfer of the Class B Certificates from Terwin Advisors LLC or its affiliate, the Class B Certificates may be transferred to an affiliate of Terwin Advisors LLC that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D of the Securities Act.

Restrictions on Transfer of Residual Certificates. (a) The No Residual Certificates Certificate may be acquired, by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding a Residual Certificate, the Owner thereof shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 deemed to have represented and any other Section referring to the Residual Certificates, “transferred” or warranted that it is not a “transfer”) only in accordance with this Section 4.10Benefit Plan. (b) Each prospective purchaser and any subsequent transferee of a Residual CertificateCertificate (each, a "Prospective Owner"), other than the SponsorCompany or a wholly-owned subsidiary of the Company, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a “"qualified institutional buyer” " as defined in Rule 144A under the Securities Act of 1933, as amended (the “"Securities Act”"), and is aware that the seller of such Residual Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the 1940 ActInvestment Company Act of 1940, as amended (including, but not limited to, the SponsorSeller or the Company). (ii) Such Person understands that such Residual Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a “qualified institutional buyer” buyer or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in each case in a transaction meeting the requirements of Rule 144A under the Securities Act or that is otherwise exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that each Residual Certificate bears a legend to the following effect: THIS RESIDUAL CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR [(II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940], AS AMENDED (INCLUDING, BUT NOT LIMITED TO, MEGO MORTGAGE CORPORATION) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE (iv) Such Person shall comply with the provisions of Section 4.93.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Certificate. (c) Except with respect to Each Prospective Owner, other than the initial transfer of the Class B Certificates to Terwin Advisors LLC (or its affiliate) and the first transfer of the Class B Certificates by Terwin Advisors LLC (or its affiliate)Company, no pledge or transfer of a Residual Certificate shall be effective unless such purchase or transfer is either: (i) to a single beneficial owner represent and (ii) accompanied by an Opinion of Counsel satisfactory warrant, in writing, to the Owner Trustee and the InsurerCertificate Registrar and any of their respective successors that the Prospective Owner is not (A) an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code (any such plan or employee benefit plan, a "Plan") or (C) any entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's investment in the entity and is not directly or indirectly purchasing such Residual Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) furnish to the Owner Trustee and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed issuance or transfer of such Residual Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed assets of a Plan, or (B) the proposed issuance or transfer of such Residual Certificate will not cause the Owner Trustee or the Certificate Registrar or any of their respective successors to be a fiduciary of a Plan within the meaning of Section 3(21) of ERISA and will not give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the Code for which a statutory or administrative exemption is unavailable. (d) By its acceptance of a Residual Certificate, each Prospective Owner agrees and acknowledges that no legal or beneficial interest in all or any portion of the Residual Certificates may be transferred directly or indirectly to an individual, corporation, partnership or other person unless such transferee is not a Non-U.S. Person (any such person being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (e) Neither The Owner Trustee nor the Administrator shall execute, or countersign and deliver, any Residual Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee or the Administrator a certificate, (f) Each Residual Certificate shall bear an additional legend referring to the foregoing restrictions contained in paragraphs (c) and (d) above. (g) The Prospective Owner of a Residual Certificate shall obtain an opinion of counsel to the effect that, as a matter of Federal income tax law, such Prospective Owner is permitted to accept the transfer of a Residual Certificate. (h) No Residual Certificate may not be transferred without an Opinion of Counsel shall to the effect that such transfer would not be an expense jeopardize the tax treatment of the Trust, the Certificate Registrar, the Insurer or the Sponsor, to the effect that (a) such pledge or transfer will would not cause subject the Trust to be treated for federal income tax purposes as an association taxable as a corporationentity-level tax, a taxable mortgage pool, or a publicly traded partnership taxable as a corporation and (b) such pledge or transfer will would not jeopardize the status of the Notes as debt for all purposes. (di) No transfer, including any pledge, of The Residual Certificates shall not be effectivelisted for trading on an established securities market, and nor be readily tradeable on a secondary market, nor be transferable through the purported transferor substantial equivalent of a secondary market, nor shall continue the Issuer be permitted to be regarded as the beneficial owner of the Residual Certificates, if, as a result of the transfer (or pledge), there would be have more than 80 beneficial owners of Certificates. For purposes of applying this restriction100 partners, if the registered holder of Certificates is a partnership (or an entity treated as a partnership for federal income tax purposes), all within the meaning of Code Section 7704, and its attendant regulations, as applicable. If requested, in the discretion of the Owner Trustee, transfer of a grantor trust, or an S corporation, the Certificates Residual Certificate shall be treated as being beneficially owned made only if accompanied by the partners, beneficiaries, or shareholders. The Owner Trustee and Certificate Registrar shall be under no obligation to determine the number an opinion of such beneficial owners. The transferee or pledgee shall certify in writing counsel satisfactory to the Owner Trustee and Certificate Registrar or the number Co-Owner Trustee, which opinion of such partnerscounsel shall not be an expense of the Issuer, beneficiaries and shareholders, and the Owner Trustee and Certificate Registrar may conclusively rely on such certifications. MoreoverTrustee, the Servicer or the Seller, to ensure that the effect such transfer will not cause the Issuer to be a publicly traded partnership taxable as a corporation and will not become subject to payment of U.S. withholding tax, any transfer of Certificates to a person other than a U. S. person is prohibited. (e) Notwithstanding any contrary provision in this Section 4.10 and only with respect to cause the first transfer termination of the Class B Certificates from Terwin Advisors LLC or its affiliate, Issuer under the Class B Certificates may be transferred federal income tax rules applicable to an affiliate of Terwin Advisors LLC that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D of the Securities Actpartnerships.

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, “"transferred” " or a “"transfer”") only in accordance with this Section 4.10. (b) Each prospective transferee of a Residual Certificate, other than the SponsorDepositor and the initial Holder of the Class L Certificates, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar (and the Owner Trustee and the Certificate Registrar shall be entitled to rely and shall be fully protected in relying on such representations and warranties) and any of their respective successors that: (i) Such Person is (A) a “"qualified institutional buyer” " as defined in Rule 144A under the Securities Act of 1933, as amended (the “"Securities Act”"), and is aware that the seller of such Residual Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the 1940 Act, as amended (including, but not limited to, the SponsorDepositor). (ii) Such Person understands that such Residual Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a “"qualified institutional buyer” " or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in each case in a transaction meeting the requirements of Rule 144A under the Securities Act or that is otherwise exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person shall comply with the provisions of Section 4.9, as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Certificate. (c) Except with respect to the initial transfer issuance of the Class B L Certificates to Terwin Advisors LLC the Servicer (or its affiliateAffiliate) and the first transfer of Class O Certificates to the Class B Certificates by Terwin Advisors LLC Depositor (or its affiliateAffiliate), no pledge or transfer of a Residual Certificate shall be effective unless such purchase or transfer is (i) to a single beneficial owner and (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee and the Insurer, which Opinion of Counsel shall not be an expense of the Trust, the Certificate Registrar, the Insurer or the SponsorDepositor, to the effect that (a) such pledge or transfer will not cause adversely affect the Trust to be treated treatment of the Notes after such pledge or transfer as debt for federal and applicable state income tax purposes as an association taxable as a corporationpurposes, a taxable mortgage pool, or a publicly traded partnership taxable as a corporation and (b) such pledge or transfer will not jeopardize result in the status Trust being subject to tax at the entity level for federal and applicable state tax purposes, (c) such pledge or transfer will not have any material adverse impact on the federal income taxation of any Noteholder or any Residual Certificateholder and (d) such pledge or transfer will not result in the arrangement created by this Agreement or any "portion" of the Notes Trust being treated as debt for all purposesa taxable mortgage pool as defined in Section 7701(I) of the Code. (d) No transfer, including any pledge, of Residual Certificates shall be effective, and the purported transferor shall continue to be regarded as the beneficial owner of the Residual Certificates, if, as a result of the transfer (or pledge), there would be more than 80 beneficial owners of Residual Certificates. For purposes of applying this restriction, if the registered holder of Certificates is a partnership (or an entity treated as a partnership for federal income tax purposes), a grantor trust, or an S corporation, the Residual Certificates shall be treated as being beneficially owned by the partners, beneficiaries, or shareholders. The Owner Trustee and Certificate Registrar shall be under no obligation to determine the number of such beneficial owners. The transferee or pledgee shall certify in writing to the Owner Trustee and Certificate Registrar the number of such partners, beneficiaries and shareholders, and the Owner Trustee and Certificate Registrar may conclusively rely on such certifications. Moreover, to ensure that the Issuer will not become subject to payment of U.S. withholding tax, any transfer of Certificates to a person other than a U. S. person (as defined in the Code) is prohibited. (e) Notwithstanding Upon receipt of the aforementioned representations and warranties, Opinion of Counsel and certifications, the Owner Trustee and Certificate Registrar are hereby authorized and empowered (without any contrary provision in this Section 4.10 and only with respect obligation to verify the first accuracy of such documentation) to register the transfer of the Class B Certificates from Terwin Advisors LLC or its affiliate, the Class B Certificates may be transferred to an affiliate of Terwin Advisors LLC that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D of the Securities Actapplicable Residual Certificate.

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, “transferred” or a “transfer”) only in accordance with this Section 4.10. (b) Each prospective transferee of a Residual Certificate, other than the Sponsor, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and is aware that the seller of such Residual Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the 1940 Act, as amended (including, but not limited to, the Sponsor). (ii) Such Person understands that such Residual Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a “qualified institutional buyer” or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in each case in a transaction meeting the requirements of Rule 144A under the Securities Act or that is otherwise exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person shall comply with the provisions of Section 4.9, as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Certificate. (c) Except with respect to the initial transfer of the Class B Certificates to Terwin Advisors LLC (or its affiliate) and the first transfer of the Class B Certificates by Terwin Advisors LLC (or its affiliate), no pledge or transfer of a Residual Certificate shall be effective unless such purchase or transfer is (i) to a single beneficial owner and (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee and the Insurer, which Opinion of Counsel shall not be an expense of the Trust, the Certificate Registrar, the Insurer or the Sponsor, to the effect that (a) such pledge or transfer will not cause the Trust to be treated for federal income tax purposes as an association taxable as a corporation, a taxable mortgage pool, or a publicly traded partnership taxable as a corporation and (b) such pledge or transfer will not jeopardize the status of the Notes as debt for all purposes. (d) No transfer, including any pledge, of Residual Certificates shall be effective, and the purported transferor shall continue to be regarded as the beneficial owner of the Residual Certificates, if, as a result of the transfer (or pledge), there would be more than 80 beneficial owners of Certificates. For purposes of applying this restriction, if the registered holder of Certificates is a partnership (or an entity treated as a partnership for federal income tax purposes), a grantor trust, or an S corporation, the Certificates shall be treated as being beneficially owned by the partners, beneficiaries, or shareholders. The Owner Trustee and Certificate Registrar shall be under no obligation to determine the number of such beneficial owners. The transferee or pledgee shall certify in writing to the Owner Trustee and Certificate Registrar the number of such partners, beneficiaries and shareholders, and the Owner Trustee and Certificate Registrar may conclusively rely on such certifications. Moreover, to ensure that the Issuer will not become subject to payment of U.S. withholding tax, any transfer of Certificates to a person other than a U. S. person is prohibited. (e) Notwithstanding any contrary provision in this Section 4.10 and only with respect to the first transfer of the Class B Certificates from Terwin Advisors LLC or its affiliate, the Class B Certificates may be transferred to an affiliate of Terwin Advisors LLC that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D of the Securities Act.

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, “transferred” or a “transfer”) only in accordance with this Section 4.10. (b) Each prospective transferee of a Residual Certificate, other than the SponsorDepositor and the initial Holder of the Class L Certificates, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar (and the Owner Trustee and the Certificate Registrar shall be entitled to rely and shall be fully protected in relying on such representations and warranties) and any of their respective successors that: (i) Such Person is (A) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and is aware that the seller of such Residual Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the 1940 Act, as amended (including, but not limited to, the SponsorDepositor). (ii) Such Person understands that such Residual Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a “qualified institutional buyer” or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in each case in a transaction meeting the requirements of Rule 144A under the Securities Act or that is otherwise exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person shall comply with the provisions of Section 4.9, as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Certificate. (c) Except with respect to the initial transfer issuance of the Class B L Certificates to Terwin Advisors LLC the Servicer (or its affiliateAffiliate) and the first transfer of Class O Certificates to the Class B Certificates by Terwin Advisors LLC Depositor (or its affiliateAffiliate), no pledge or transfer of a Residual Certificate shall be effective unless such purchase or transfer is (i) to a single beneficial owner and (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee and the Insurer, which Opinion of Counsel shall not be an expense of the Trust, the Certificate Registrar, the Insurer or the SponsorDepositor, to the effect that (a) such pledge or transfer will not cause adversely affect the Trust to be treated treatment of the Bonds after such pledge or transfer as debt for federal and applicable state income tax purposes as an association taxable as a corporationpurposes, a taxable mortgage pool, or a publicly traded partnership taxable as a corporation and (b) such pledge or transfer will not jeopardize result in the status Trust being subject to tax at the entity level for federal and applicable state tax purposes, (c) such pledge or transfer will not have any material adverse impact on the federal income taxation of any Bondholder or any Residual Certificateholder and (d) such pledge or transfer will not result in the arrangement created by this Agreement or any “portion” of the Notes Trust being treated as debt for all purposesa taxable mortgage pool as defined in Section 7701(I) of the Code. (d) No transfer, including any pledge, of Residual Certificates shall be effective, and the purported transferor shall continue to be regarded as the beneficial owner of the Residual Certificates, if, as a result of the transfer (or pledge), there would be more than 80 beneficial owners of Residual Certificates. For purposes of applying this restriction, if the registered holder of Certificates is a partnership (or an entity treated as a partnership for federal income tax purposes), a grantor trust, or an S corporation, the Residual Certificates shall be treated as being beneficially owned by the partners, beneficiaries, or shareholders. The Owner Trustee and Certificate Registrar shall be under no obligation to determine the number of such beneficial owners. The transferee or pledgee shall certify in writing to the Owner Trustee and Certificate Registrar the number of such partners, beneficiaries and shareholders, and the Owner Trustee and Certificate Registrar may conclusively rely on such certifications. Moreover, to ensure that the Issuer will not become subject to payment of U.S. withholding tax, any transfer of Certificates to a person other than a U. S. person (as defined in the Code) is prohibited. (e) Notwithstanding Upon receipt of the aforementioned representations and warranties, Opinion of Counsel and certifications, the Owner Trustee and Certificate Registrar are hereby authorized and empowered (without any contrary provision in this Section 4.10 and only with respect obligation to verify the first accuracy of such documentation) to register the transfer of the Class B Certificates from Terwin Advisors LLC or its affiliate, the Class B Certificates may be transferred to an affiliate of Terwin Advisors LLC that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D of the Securities Actapplicable Residual Certificate.

Restrictions on Transfer of Residual Certificates. (a) The Residual Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 4.10 and any other Section referring to the Residual Certificates, “transferred” or a “transfer”) only in accordance with this Section 4.10. (b) Each prospective transferee of a Residual Certificate, other than the Sponsor, shall represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that: (i) Such Person is (A) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and is aware that the seller of such Residual Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Certificate for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the 1940 Act, as amended (including, but not limited to, the Sponsor). (ii) Such Person understands that such Residual Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a “qualified institutional buyer” or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in each case in a transaction meeting the requirements of Rule 144A under the Securities Act or that is otherwise exempt from registration under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person shall comply with the provisions of Section 4.9, as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Certificate. (c) Except with respect to the initial transfer of the Class B Certificates to Terwin Advisors LLC (or its affiliate) and the first transfer of the Class B Certificates by Terwin Advisors LLC (or its affiliate), no pledge or transfer of a Residual Certificate shall be effective unless such purchase or transfer is (i) to a single beneficial owner and (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee and the Insurer, which Opinion of Counsel shall not be an expense of the Trust, the Certificate Registrar, the Insurer or the Sponsor, to the effect that (a) such pledge or transfer will not cause the Trust to be treated for federal income tax purposes as an association taxable as a corporation, a taxable mortgage pool, or a publicly traded partnership taxable as a corporation and (b) such pledge or transfer will not jeopardize the status of the Notes as debt for all purposes. (d) No transfer, including any pledge, of Residual Certificates shall be effective, and the purported transferor shall continue to be regarded as the beneficial owner of the Residual Certificates, if, as a result of the transfer (or pledge), there would be more than 80 beneficial owners of Certificates. For purposes of applying this restriction, if the registered holder of Certificates is a partnership (or an entity treated as a partnership for federal income tax purposes), a grantor trust, or an S corporation, the Certificates shall be treated as being beneficially owned by the partners, beneficiaries, or shareholders. The Owner Trustee and Certificate Registrar shall be under no obligation to determine the number of such beneficial owners. The transferee or pledgee shall certify in writing to the Owner Trustee and Certificate Registrar the number of such partners, beneficiaries and shareholders, and the Owner Trustee and Certificate Registrar may conclusively rely on such certifications. Moreover, to ensure that the Issuer will not become subject to payment of U.S. withholding tax, any transfer of Certificates to a person other than a U. S. person is prohibited. (e) Notwithstanding any contrary provision in this Section 4.10 and only with respect to the first transfer of the Class B Certificates from Terwin Advisors LLC or its affiliate, the Class B Certificates may be transferred to an affiliate of Terwin Advisors LLC that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D of the Securities Act.