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

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; 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 transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than the Company, shall represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes Residual Interest Certificate for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Securities Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.____________________) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b3.10(B), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, Owner shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above. (d) Each Prospective Owner, other than the Company, shall represent and warrant, in writing, to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors that it is a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes or (iii) a person not described in (A)(i) or (ii) whose ownership of the Residual Interest Certificate is effectively connected with such person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Residual Interest Certificate will not result in any withholding obligation with respect to any payments with respect to the Residual Interest Certificates by any person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is subject to United States federal income tax, regardless of source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more persons described in this paragraph have the authority to control all substantial decisions of such trust (a person described in (A)(i), (A)(ii), or B, a "U.S. Person"). It agrees that it will provide a certification of non-foreign status signed under penalties of perjury and, alternatively, that if it is a person described in clause (A)(iii) above, it will furnish to the Administrator a properly executed IRS Form 4224 (or successor form thereto) and a new IRS Form 4224 (or successor form thereto) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or opinions of counsel as may be requested by the Company). (e) Each Certificateholder that is not a U.S. Person agrees that, subsequent to delivery to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar of IRS Form 4224 or appropriate successor forms required to evidence that the Certificateholder holds its Residual Interest Certificate(s) in connection with a U.S. trade or business (within the meaning of the Code), it will deliver to the Company and the Owner Trustee further copies of the said IRS Form 4224 or such appropriate successor forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Owner Trustee, and such extensions or renewals thereof as may reasonably be requested by the Company and the Owner Trustee. Further, each Certificateholder that is not a U.S. Person covenants as a condition to acquiring its Residual Interest Certificate that for so long as it shall hold such Residual Interest Certificate it shall be held in such manner that the income therefrom shall be effectively connected with the conduct of a U.S. trade or business. In the event that any Certificateholder shall breach the certifications, representations, warranties or covenants set forth in this Article III, such Certificateholder shall indemnify the Company, the Owner Trustee and the Trust for any amounts (including interest and penalties thereon) payable by the Company, the Owner Trustee or the Trust as a result of such breach.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than the Company, shall represent and warrant, in writing, to the Owner Trustee Trustee, the Securities Insurer 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes Residual Interest Certificate for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Securities Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.FREMONT INVESTMENT & LOAN) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, Owner shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee, the Securities Insurer and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee, the Securities Insurer and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above. (d) Each Prospective Owner, other than the Company, shall represent and warrant, in writing, to the Owner Trustee, the Securities Insurer and the Certificate Registrar and any of their respective successors that it is a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes or (iii) a person not described in (A)(i) or (ii) whose ownership of the Residual Interest Certificate is effectively connected with such person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Residual Interest Certificate will not result in any withholding obligation with respect to any payments with respect to the Residual Interest Certificates by any person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is subject to United States federal income tax, regardless of source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more persons described in this paragraph have the authority to control all substantial decisions of such trust (a person described in (A)(i), (A)(ii), or B, a "U.S. Person"). It agrees that it will provide a certification of non-foreign status signed under penalties of perjury and, alternatively, that if it is a person described in clause (A)(iii) above, it will furnish to the Administrator a properly executed IRS Form 4224 (or successor form thereto) and a new IRS Form 4224 (or successor form thereto) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or opinions of counsel as may be requested by the Company). (e) Each Certificateholder that is not a U.S. Person agrees that, subsequent to delivery to the Owner Trustee, the Securities Insurer and the Certificate Registrar of IRS Form 4224 or appropriate successor forms required to evidence that the Certificateholder holds its Residual Interest Certificate(s) in connection with a U.S. trade or business (within the meaning of the Code), it will deliver to the Company and the Owner Trustee further copies of the said IRS Form 4224 or such appropriate successor forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Owner Trustee, and such extensions or renewals thereof as may reasonably be requested by the Company and the Owner Trustee. Further, each Certificateholder that is not a U.S. Person covenants as a condition to acquiring its Residual Interest Certificate that for so long as it shall hold such Residual Interest Certificate it shall be held in such manner that the income therefrom shall be effectively connected with the conduct of a U.S. trade or business. In the event that any Certificateholder shall breach the certifications, representations, warranties or covenants set forth in this Article III, such Certificateholder shall indemnify the Company, the Owner Trustee and the Trust for any amounts (including interest and penalties thereon) payable by the Company, the Owner Trustee or the Trust as a result of such breach.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; 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 transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Owner Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Residual Interest Certificates to Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Certificate without providing to the Owner Trustee a substantially identical certificate, signed by the Prospective Owner to whom the Residual Interest Certificate is to be transferred. (d) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph paragraphs (bc) and (d) above.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "“Prospective Owner"”), other than the Company, shall represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "“accredited investor" ” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "“Institutional Accredited Investor"”) that is acquiring the Offered Notes Residual Interest Certificate for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Securities Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "“THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "“ACCREDITED INVESTOR" ” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.,__________________) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS."” (iv) Such Person shall comply with the provisions of Section 3.10(b3.10(B), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, Owner shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate 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 ERISA, or (B) a "“plan" ” within the meaning of Section 4975(e)(1) of the Code or (C) an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's ’s investment in the entity (each, a "“Benefit Plan Investor"”) and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "“plan assets" ” within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above. (d) Each Prospective Owner, other than the Company, shall represent and warrant, in writing, to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors that it is a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes or (iii) a person not described in (A)(i) or (ii) whose ownership of the Residual Interest Certificate is effectively connected with such person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Residual Interest Certificate will not result in any withholding obligation with respect to any payments with respect to the Residual Interest Certificates by any person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is subject to United States federal income tax, regardless of source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more persons described in this paragraph have the authority to control all substantial decisions of such trust (a person described in (A)(i), (A)(ii), or B, a “U.S. Person”). It agrees that it will provide a certification of non-foreign status signed under penalties of perjury and, alternatively, that if it is a person described in clause (A)(iii) above, it will furnish to the Administrator a properly executed IRS Form W-8ECI (or successor form thereto) and a new IRS Form W-8ECI (or successor form thereto) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or opinions of counsel as may be requested by the Company). (e) Each Certificateholder that is not a U.S. Person agrees that, subsequent to delivery to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar of IRS Form W-8ECI or appropriate successor forms required to evidence that the Certificateholder holds its Residual Interest Certificate(s) in connection with a U.S. trade or business (within the meaning of the Code), it will deliver to the Company and the Owner Trustee further copies of the said IRS Form W-8ECI or such appropriate successor forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Owner Trustee, and such extensions or renewals thereof as may reasonably be requested by the Company and the Owner Trustee. Further, each Certificateholder that is not a U.S. Person covenants as a condition to acquiring its Residual Interest Certificate that for so long as it shall hold such Residual Interest Certificate it shall be held in such manner that the income therefrom shall be effectively connected with the conduct of a U.S. trade or business. In the event that any Certificateholder shall breach the certifications, representations, warranties or covenants set forth in this Article III, such Certificateholder shall indemnify the Company, the Owner Trustee and the Trust for any amounts (including interest and penalties thereon) payable by the Company, the Owner Trustee or the Trust as a result of such breach.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than the Company, shall represent and warrant, in writing, to the Owner Trustee Trustee, the Securities Insurer 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee, the Securities Insurer and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee, the Securities Insurer and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective OwnerPROSPECTIVE OWNER"), other than the Company, shall represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] 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 ActSECURITIES ACT"), and is aware that the seller of the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited InvestorINSTITUTIONAL ACCREDITED INVESTOR") that is acquiring the Offered Notes Residual Interest Certificate for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Securities Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.____________________) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(bSECTION 3.10(B), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, Owner shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 InvestorBENEFIT PLAN INVESTOR") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above. (d) Each Prospective Owner, other than the Company, shall represent and warrant, in writing, to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors that it is a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes or (iii) a person not described in (A)(i) or (ii) whose ownership of the Residual Interest Certificate is effectively connected with such person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Residual Interest Certificate will not result in any withholding obligation with respect to any payments with respect to the Residual Interest Certificates by any person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is subject to United States federal income tax, regardless of source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more persons described in this paragraph have the authority to control all substantial decisions of such trust (a person described in (A)(i), (A)(ii), or B, a "U.S. PERSON"). It agrees that it will provide a certification of non-foreign status signed under penalties of perjury and, alternatively, that if it is a person described in clause (A)(iii) above, it will furnish to the Administrator a properly executed IRS Form 4224 (or successor form thereto) and a new IRS Form 4224 (or successor form thereto) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or opinions of counsel as may be requested by the Company). (e) Each Certificateholder that is not a U.S. Person agrees that, subsequent to delivery to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar of IRS Form 4224 or appropriate successor forms required to evidence that the Certificateholder holds its Residual Interest Certificate(s) in connection with a U.S. trade or business (within the meaning of the Code), it will deliver to the Company and the Owner Trustee further copies of the said IRS Form 4224 or such appropriate successor forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Owner Trustee, and such extensions or renewals thereof as may reasonably be requested by the Company and the Owner Trustee. Further, each Certificateholder that is not a U.S. Person covenants as a condition to acquiring its Residual Interest Certificate that for so long as it shall hold such Residual Interest Certificate it shall be held in such manner that the income therefrom shall be effectively connected with the conduct of a U.S. trade or business. In the event that any Certificateholder shall breach the certifications, representations, warranties or covenants set forth in this Article III, such Certificateholder shall indemnify the Company, the Owner Trustee and the Trust for any amounts (including interest and penalties thereon) payable by the Company, the Owner Trustee or the Trust as a result of such breach.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE DITECH FUNDING CORP.CORPORATION) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; 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 transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than the ----------------- Company, shall represent and warrant, in writing, to the Owner Trustee Trustee[, the Securities Insurer] 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is --------------------------------- acquiring the Offered Notes Residual Interest Certificate for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Securities Act.; (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States.; (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.[______________________]) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions --------------- with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, Owner shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee[, the Securities Insurer] and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 ------------ Investor") and is not directly or indirectly purchasing such -------- Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee[, the Securities Insurer] and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above. (d) Each Prospective Owner, other than the Company, shall represent and warrant, in writing, to the Owner Trustee[, the Securities Insurer] and the Certificate Registrar and any of their respective successors that it is a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes or (iii) a person not described in (A)(i) or (ii) whose ownership of the Residual Interest Certificate is effectively connected with such person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Residual Interest Certificate will not result in any withholding obligation with respect to any payments with respect to the Residual Interest Certificates by any person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is subject to United States federal income tax, regardless of source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more persons described in this paragraph have the authority to control all substantial decisions of such trust (a person described in (A)(i), (A)(ii), or B, a "U.S. Person"). It agrees that it will provide a certification of ----------- non-foreign status signed under penalties of perjury and, alternatively, that if it is a person described in clause (A)(iii) above, it will furnish to the Administrator a properly executed IRS Form 4224 (or successor form thereto) and a new IRS Form 4224 (or successor form thereto) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or opinions of counsel as may be requested by the Company). (e) Each Certificateholder that is not a U.S. Person agrees that, subsequent to delivery to the Owner Trustee[, the Securities Insurer] and the Certificate Registrar of IRS Form 4224 or appropriate successor forms required to evidence that the Certificateholder holds its Residual Interest Certificate(s) in connection with a U.S. trade or business (within the meaning of the Code), it will deliver to the Company and the Owner Trustee further copies of the said IRS Form 4224 or such appropriate successor forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Owner Trustee, and such extensions or renewals thereof as may reasonably be requested by the Company and the Owner Trustee. Further, each Certificateholder that is not a U.S. Person covenants as a condition to acquiring its Residual Interest Certificate that for so long as it shall hold such Residual Interest Certificate it shall be held in such manner that the income therefrom shall be effectively connected with the conduct of a U.S. trade or business. In the event that any Certificateholder shall breach the certifications, representations, warranties or covenants set forth in this Article III, such Certificateholder ----------- shall indemnify the Company, the Owner Trustee and the Trust for any amounts (including interest and penalties thereon) payable by the Company, the Owner Trustee or the Trust as a result of such breach.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than the CompanyTransferor, 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.LIFE FINANCIAL CORPORATION) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the CompanyTransferor, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; 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 transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) By its acceptance of a Residual Interest Certificate, each Prospective Owner agrees to execute a Certificate of Non-Foreign Status in the form of Exhibit D hereto and acknowledges that no legal or beneficial interest in all or any portion of the Residual Interest Certificate may be transferred directly or indirectly to an individual, corporation, partnership or other person who is a Non-U.S. Person, unless such person holds the Residual Interest Certificate in connection with the conduct of a trade or business within the United States, as evidenced by a duly completed and submitted Form 4224 or successor form, updated at the time or times and in the manner specified by the Code (any such Non-U.S. Person who does not meet such exception being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Residual Interest Certificates to Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Certificate without providing to the Owner Trustee a substantially identical certificate, signed by the Prospective Owner to whom the Residual Interest Certificate is to be transferred. (e) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph paragraphs (bc) and (d) above.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORPMASTER FINANCIAL, INC.) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; 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 transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective OwnerPROSPECTIVE OWNER"), other than 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 ActSECURITIES ACT"), and is aware that the seller of the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited InvestorINSTITUTIONAL ACCREDITED INVESTOR") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(bSECTION 3.10(B), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 InvestorBENEFIT PLAN INVESTOR") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; 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 transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "“Prospective Owner"”), other than the Company, shall represent and warrant, in writing, to the Owner Trustee Trustee[, the Securities Insurer] 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "“accredited investor" ” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "“Institutional Accredited Investor"”) that is acquiring the Offered Notes Residual Interest Certificate for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Securities Act.; (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States.; (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "“THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "“ACCREDITED INVESTOR" ” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.[ ]) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS."” (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, Owner shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee[, the Securities Insurer] and the Certificate 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 ERISA, or (B) a "“plan" ” within the meaning of Section 4975(e)(1) of the Code or (C) an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's ’s investment in the entity (each, a "“Benefit Plan Investor"”) and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee[, the Securities Insurer] and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "“plan assets" ” within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above. (d) Each Prospective Owner, other than the Company, shall represent and warrant, in writing, to the Owner Trustee[, the Securities Insurer] and the Certificate Registrar and any of their respective successors that it is a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes or (iii) a person not described in (A)(i) or (ii) whose ownership of the Residual Interest Certificate is effectively connected with such person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Residual Interest Certificate will not result in any withholding obligation with respect to any payments with respect to the Residual Interest Certificates by any person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is subject to United States federal income tax, regardless of source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more persons described in this paragraph have the authority to control all substantial decisions of such trust (a person described in (A)(i), (A)(ii), or B, a “U.S. Person”). It agrees that it will provide a certification of non-foreign status signed under penalties of perjury and, alternatively, that if it is a person described in clause (A)(iii) above, it will furnish to the Administrator a properly executed IRS Form 4224 (or successor form thereto) and a new IRS Form 4224 (or successor form thereto) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or opinions of counsel as may be requested by the Company). (e) Each Certificateholder that is not a U.S. Person agrees that, subsequent to delivery to the Owner Trustee[, the Securities Insurer] and the Certificate Registrar of IRS Form 4224 or appropriate successor forms required to evidence that the Certificateholder holds its Residual Interest Certificate(s) in connection with a U.S. trade or business (within the meaning of the Code), it will deliver to the Company and the Owner Trustee further copies of the said IRS Form 4224 or such appropriate successor forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Owner Trustee, and such extensions or renewals thereof as may reasonably be requested by the Company and the Owner Trustee. Further, each Certificateholder that is not a U.S. Person covenants as a condition to acquiring its Residual Interest Certificate that for so long as it shall hold such Residual Interest Certificate it shall be held in such manner that the income therefrom shall be effectively connected with the conduct of a U.S. trade or business. In the event that any Certificateholder shall breach the certifications, representations, warranties or covenants set forth in this Article III, such Certificateholder shall indemnify the Company, the Owner Trustee and the Trust for any amounts (including interest and penalties thereon) payable by the Company, the Owner Trustee or the Trust as a result of such breach.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "“Prospective Owner"”), other than the Company, shall represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "“accredited investor" ” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "“Institutional Accredited Investor"”) that is acquiring the Offered Notes Residual Interest Certificate for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Securities Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "“THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "“ACCREDITED INVESTOR" ” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS."” (iv) Such Person shall comply with the provisions of Section 3.10(b3.10(B), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, Owner shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate 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 ERISA, or (B) a "“plan" ” within the meaning of Section 4975(e)(1) of the Code or (C) an entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan's ’s investment in the entity (each, a "“Benefit Plan Investor"”) and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "“plan assets" ” within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above. (d) Each Prospective Owner, other than the Company, shall represent and warrant, in writing, to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors that it is a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes or (iii) a person not described in (A)(i) or (ii) whose ownership of the Residual Interest Certificate is effectively connected with such person’s conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Residual Interest Certificate will not result in any withholding obligation with respect to any payments with respect to the Residual Interest Certificates by any person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is subject to United States federal income tax, regardless of source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more persons described in this paragraph have the authority to control all substantial decisions of such trust (a person described in (A)(i), (A)(ii), or B, a “U.S. Person” for purposes of this Section 3.10). It agrees that it will provide a certification of non-foreign status signed under penalties of perjury and, alternatively, that if it is a person described in clause (A)(iii) above, it will furnish to the Administrator a properly executed IRS Form 4224 (or successor form thereto) and a new IRS Form 4224 (or successor form thereto) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or opinions of counsel as may be requested by the Company). (e) Each Certificateholder that is not a U.S. Person agrees that, subsequent to delivery to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar of IRS Form 4224 or appropriate successor forms required to evidence that the Certificateholder holds its Residual Interest Certificate(s) in connection with a U.S. trade or business (within the meaning of the Code), it will deliver to the Company and the Owner Trustee further copies of the said IRS Form 4224 or such appropriate successor forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Owner Trustee, and such extensions or renewals thereof as may reasonably be requested by the Company and the Owner Trustee. Further, each Certificateholder that is not a U.S. Person covenants as a condition to acquiring its Residual Interest Certificate that for so long as it shall hold such Residual Interest Certificate it shall be held in such manner that the income therefrom shall be effectively connected with the conduct of a U.S. trade or business. In the event that any Certificateholder shall breach the certifications, representations, warranties or covenants set forth in this Article III, such Certificateholder shall indemnify the Company, the Owner Trustee and the Trust for any amounts (including interest and penalties thereon) payable by the Company, the Owner Trustee or the Trust as a result of such breach.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; 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 transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) By its acceptance of a Residual Interest Certificate, each Prospective Owner agrees to execute a Certificate of Non-Foreign Status in the form of Exhibit D hereto and acknowledges that no legal or beneficial interest in all or any portion of the Residual Interest Certificate may be transferred directly or indirectly to an individual, corporation, partnership or other person who is a Non-U.S. Person, unless such person holds the Residual Interest Certificate in connection with the conduct of a trade or business within the United States, as evidenced by a duly completed and submitted Form 4224 or successor form, updated at the time or times and in the manner specified by the Code (any such Non-U.S. Person who does not meet such exception being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (d) The Owner Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee a certificate, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Residual Interest Certificates to Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Certificate without providing to the Owner Trustee a substantially identical certificate, signed by the Prospective Owner to whom the Residual Interest Certificate is to be transferred. (e) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph paragraphs (bc) and (d) above.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE DITECH FUNDING CORP.CORPORATION) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, shall either: (i) represent and warrant, in writing, to the Owner Trustee and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; 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 transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) By its acceptance of a Residual Interest Certificate, each Prospective Owner agrees to execute a Certificate of Non-Foreign Status in the form of Exhibit D hereto and acknowledges that no legal or beneficial interest in all or any portion of the Residual Interest Certificate may be transferred directly or indirectly to an individual, corporation, partnership or other person who is a Non-U.S. Person, unless such person holds the Residual Interest Certificate in connection with the conduct of a trade or business within the United States, as evidenced by a duly completed and submitted Form 4224 or successor form, updated at the time or times and in the manner specified by the Code (any such Non-U.S. Person who does not meet such exception being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (d) The Owner Trustee and the Certificate Registrar shall not execute, and shall not countersign and deliver, a Residual Interest Certificate in connection with any transfer thereof unless the transferor shall have provided to the Owner Trustee and the Certificate Registrar a certificate, signed by the transferee, which certificate shall contain the consent of the transferee to any amendments of this Agreement as may be required to effectuate further the foregoing restrictions on transfer of the Residual Interest Certificates to Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Certificate without providing to the Owner Trustee and the Certificate Registrar a substantially identical certificate, signed by the Prospective Owner to whom the Residual Interest Certificate is to be transferred. (e) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph paragraphs (bc) and (d) above. (f) The Residual Interest may not be acquired by or for the account of a Benefit Plan Investor or a Non-Permitted Foreign Holder. By accepting and holding a Trust Certificate, the Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan Investor or a Non-Permitted Foreign Holder.

Restrictions on Transfer of Residual Interest Certificates. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Certificate (each, a "Prospective Owner"), other than the Company, shall represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] 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 the Residual Interest Certificate may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest 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) an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an "Institutional Accredited Investor") that is acquiring the Offered Notes Residual Interest Certificate for its own account, or for the account of such an Institutional Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with any distribution in violation of the Security Securities Act. (ii) Such Person understands that the Residual Interest Certificate have not been and will not be registered under the Securities Act and may be offered, sold or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer or (B) an Institutional Accredited Investor, and in accordance with the terms hereof and any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Certificates bear a legend to the following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST 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 INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF 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) AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO, EMPIRE FUNDING CORP.) 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 AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS RESIDUAL INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS." (iv) Such Person shall comply with the provisions of Section 3.10(b3.10(B), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Certificate. (b) Each Prospective Owner, other than the Company, Owner shall either: (i) represent and warrant, in writing, to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate 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 ERISA, or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code or (C) an 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 Investor") and is not directly or indirectly purchasing such Residual Interest Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Benefit Plan Investor; or (ii) furnish to the Owner Trustee Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed transfer of the Residual Interest Certificate to such Prospective Owner will not cause any assets of the Trust to be deemed "plan assets" within the meaning of United States Department of Labor Regulation Section 2510.3-101, or (B) the proposed transfer of the Residual Interest Certificate 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. (c) The Residual Interest Certificates shall bear an additional legend referring to the foregoing restrictions contained in paragraph (b) above. (d) Each Prospective Owner, other than the Company, shall represent and warrant, in writing, to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar and any of their respective successors that it is a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes or (iii) a person not described in (A)(i) or (ii) whose ownership of the Residual Interest Certificate is effectively connected with such person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Residual Interest Certificate will not result in any withholding obligation with respect to any payments with respect to the Residual Interest Certificates by any person (other than withholding, if any, under Section 1446 of the Code) or (B) an estate the income of which is subject to United States federal income tax, regardless of source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more persons described in this paragraph have the authority to control all substantial decisions of such trust (a person described in (A)(i), (A)(ii), or B, a "U.S. Person" for purposes of this Section 3.10). It agrees that it will provide a certification of non-foreign status signed under penalties of perjury and, alternatively, that if it is a person described in clause (A)(iii) above, it will furnish to the Administrator a properly executed IRS Form 4224 (or successor form thereto) and a new IRS Form 4224 (or successor form thereto) upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or opinions of counsel as may be requested by the Company). (e) Each Certificateholder that is not a U.S. Person agrees that, subsequent to delivery to the Owner Trustee, [the Securities Insurer] and the Certificate Registrar of IRS Form 4224 or appropriate successor forms required to evidence that the Certificateholder holds its Residual Interest Certificate(s) in connection with a U.S. trade or business (within the meaning of the Code), it will deliver to the Company and the Owner Trustee further copies of the said IRS Form 4224 or such appropriate successor forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company and the Owner Trustee, and such extensions or renewals thereof as may reasonably be requested by the Company and the Owner Trustee. Further, each Certificateholder that is not a U.S. Person covenants as a condition to acquiring its Residual Interest Certificate that for so long as it shall hold such Residual Interest Certificate it shall be held in such manner that the income therefrom shall be effectively connected with the conduct of a U.S. trade or business. In the event that any Certificateholder shall breach the certifications, representations, warranties or covenants set forth in this Article III, such Certificateholder shall indemnify the Company, the Owner Trustee and the Trust for any amounts (including interest and penalties thereon) payable by the Company, the Owner Trustee or the Trust as a result of such breach.