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

Restrictions on Transfer of Residual Interest Instruments. (a) Each prospective purchaser and any subsequent transferee of a Residual Interest Instrument (each, a "PROSPECTIVE OWNER"), other than the Depositor, by virtue of its acceptance thereof, shall be deemed to have represented and warranted to the Owner Trustee, the Trust Agent 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"), is aware that the seller of the Residual Interest Instrument may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A and is acquiring such Residual Interest Instrument for its own account or for the account of one or more qualified institutional buyers for whom it is authorized to act, or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person within the meaning of Rule 3a-7 of the Investment Company Act of 1940, as amended (including, but not limited to, the Depositor and Onyx Acceptance Corporation).