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). (ii) Such Person understands that the Residual Interest Instruments have not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer (as such term is defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Instrument shall bear a legend on the face thereof substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B. (iv) Such Person shall comply with the provisions of Section 3.11(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Instrument. (v) Such Person is and shall remain a United States Person and will not transfer the Residual Interest Instrument to a Person who is not a United States Person, other than pursuant to a repurchase agreement (which is treated as a loan for tax purposes) or solely to evidence a security interest. (b) The Residual Interest Instruments may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity, including an insurance company separate account or general account, whose underlying assets include plan assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding a Residual Interest Instrument, the Owner shall be deemed to have represented and warranted that it is not a Benefit Plan.

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 FFI or the Depositor, by virtue of its acceptance thereofCompany, shall be deemed to have represented represent and warranted warrant, in writing, to the Owner Trustee, the Trust Agent 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 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 CorporationTransferor or the Company). (ii) Such Person understands that the Residual Interest Instruments have not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer (as such term is defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Instrument shall Instruments bear a legend on to the face thereof substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B.following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST INSTRUMENT 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 MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, FIRSTPLUS RESIDUAL HOLDINGS, INC. AND FIRSTPLUS 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 UNDER THE ACT OR ANY STATE SECURITIES LAWS. " (iv) Such Person shall comply with the provisions of Section 3.11(b3.14(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Instrument. (vb) Such Person is and shall remain a United States Person and will not transfer the Residual Interest Instrument to a Person who is not a United States PersonEach Prospective Owner, other than pursuant to a repurchase agreement (which is treated as a loan for tax purposes) FFI or solely to evidence a security interest.the Company, shall either: (b) The Residual Interest Instruments may not be acquired by or for the account of (i) represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that (1) the Prospective Owner is not an "employee benefit plan (as defined in plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA) that is subject to "), or a "plan" within the provisions meaning of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code (any such plan or employee benefit plan, a "Plan") and is not directly or indirectly purchasing such Residual Interest Instrument on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan, or (iii2) any entityeither (I) the Prospective Owner is acquiring such Residual Interest Instrument for its own account and no part of the assets used to acquire such Residual Interest Instrument constitute assets of a Plan, including or (II) the source of funds to be used to acquire such Residual Interest Instrument is an "insurance company separate account or general account," within the meaning of Prohibited Transaction Class Exemption 95-60,60 Fed. Reg. 35925 (July 12, whose underlying 1995) (the "Exemption"), and there is no Plan with respect to which the amount of such general account's reserves for the contract(s) held by or on behalf of such Plan (determined under Section 807(d) of the Code), together with the amount of the reserves of the contract(s) held by or on behalf of any other Plans (determined under Section 807(d) of the Code) maintained by the same employer (or an affiliate thereof as defined in Section V(a)(1) of the Exemption) or by the same employee organization, exceed 10% of the total of all liabilities of such general account; or (ii) furnish to the Owner Trustee and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed issuance or transfer of the Residual Interest Instrument to such Prospective Owner will not cause any assets include plan of the Trust to be deemed assets by reason of a plan’s investment Plan, or (B) the proposed issuance or transfer of the Residual Interest Instrument will not cause the Owner Trustee or the Certificate Registrar or any of their respective successors to be a fiduciary of a Plan within the meaning of Section 3(21) of ERISA and will not give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the entity Code for which a statutory or administrative exemption is unavailable. (each, a “Benefit Plan”). c) By accepting and holding its acceptance of a Residual Interest Instrument, each Prospective Owner agrees and acknowledges that no legal or beneficial interest in all or any portion of any Residual Interest Instrument may be transferred directly or indirectly to (i) an entity that holds residual securities as nominee to facilitate the Owner shall be deemed to have represented clearance and warranted that it settlement of such securities through electronic book-entry changes in accounts of participating organizations (a "Book-Entry Nominee"), or (ii) an individual, corporation, partnership or other person unless such transferee is not a Benefit PlanNon-U.S. Person (any such person being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (d) Subject to paragraph (f) below, the Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Instrument in connection with any transfer thereof unless the transferor shall have provided to the Trustee a certificate, substantially in the form attached as Exhibit F1 to this Agreement, signed by the transferee, a Book-Entry Nominee or a Non-permitted Foreign Holder, 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 Instruments to Book-Entry Nominees or Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Instrument without providing to the Trustee a certificate substantially in the from attached as Exhibit F1 to this Agreement. (e) The Residual Interest Instruments shall bear an additional legend referring to the restrictions contained in paragraphs (b) and (c) above. (f) Notwithstanding paragraph (d) above, in the event that FIRSTPLUS FINANCIAL, INC. pledges, mortgages, assigns or otherwise grants any security interest in the Residual Interest to any person (each, a "Pledgee"), the Trustee may execute, countersign and deliver a Residual Interest Instrument to such Pledgee, provided that such Pledgee shall have delivered to the Trustee a Certificate signed on behalf of the Pledgee substantially in the form attached as Exhibit F2 to this Agreement.

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 FFI or the Depositor, by virtue of its acceptance thereofCompany, shall be deemed to have represented represent and warranted warrant, in writing, to the Owner Trustee, the Trust Agent 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 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 CorporationTransferor or the Company). (ii) Such Person understands that the Residual Interest Instruments have not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer (as such term is defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Instrument shall Instruments bear a legend on to the face thereof substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B.following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS (iv) Such Person shall comply with the provisions of Section 3.11(b3.14(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Instrument. (vb) Such Person is and shall remain a United States Person and will not transfer the Residual Interest Instrument to a Person who is not a United States PersonEach Prospective Owner, other than pursuant to a repurchase agreement (which is treated as a loan for tax purposes) FFI or solely to evidence a security interest.the Company, shall either: (b) The Residual Interest Instruments may not be acquired by or for the account of (i) represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that (1) the Prospective Owner is not an "employee benefit plan (as defined in plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA) that is subject to "), or a "plan" within the provisions meaning of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code (any such plan or employee benefit plan, a "Plan") and is not directly or indirectly purchasing such Residual Interest Instrument on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan, or (iii2) any entityeither (I) the Prospective Owner is acquiring such Residual Interest Instrument for its own account and no part of the assets used to acquire such Residual Interest Instrument constitute assets of a Plan, including or (II) the source of funds to be used to acquire such Residual Interest Instrument is an "insurance company separate account or general account," within the meaning of Prohibited Transaction Class Exemption 95-60,60 Fed. Reg. 35925 (July 12, whose underlying 1995) (the "Exemption"), and there is no Plan with respect to which the amount of such general account's reserves for the contract(s) held by or on behalf of such Plan (determined under Section 807(d) of the Code), together with the amount of the (ii) furnish to the Owner Trustee and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed issuance or transfer of the Residual Interest Instrument to such Prospective Owner will not cause any assets include plan of the Trust to be deemed assets by reason of a plan’s investment Plan, or (B) the proposed issuance or transfer of the Residual Interest Instrument will not cause the Owner Trustee or the Certificate Registrar or any of their respective successors to be a fiduciary of a Plan within the meaning of Section 3(21) of ERISA and will not give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the entity Code for which a statutory or administrative exemption is unavailable. (each, a “Benefit Plan”). c) By accepting and holding its acceptance of a Residual Interest Instrument, each Prospective Owner agrees and acknowledges that no legal or beneficial interest in all or any portion of any Residual Interest Instrument may be transferred directly or indirectly to (i) an entity that holds residual securities as nominee to facilitate the Owner shall be deemed to have represented clearance and warranted that it settlement of such securities through electronic book-entry changes in accounts of participating organizations (a "Book-Entry Nominee"), or (ii) an individual, corporation, partnership or other person unless such transferee is not a Benefit PlanNon-U.S. Person (any such person being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (d) Subject to paragraph (f) below, the Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Instrument in connection with any transfer thereof unless the transferor shall have provided to the Trustee a certificate, substantially in the form attached as Exhibit F1 to this Agreement, signed by the transferee, a Book-Entry Nominee or a Non- permitted Foreign Holder, 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 Instruments to Book-Entry Nominees or Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Instrument without providing to the Trustee a certificate substantially in the from attached as Exhibit F1 to this Agreement. (e) The Residual Interest Instruments shall bear an additional legend referring to the restrictions contained in paragraphs (b) and (c) above. (f) Notwithstanding paragraph (d) above, in the event that FIRSTPLUS FINANCIAL, INC. pledges, mortgages, assigns or otherwise grants any security interest in the Residual Interest to any person (each, a "Pledgee"), the Trustee may execute, countersign and deliver a Residual Interest Instrument to such Pledgee, provided that such Pledgee shall have delivered to the Trustee a Certificate signed on behalf of the Pledgee substantially in the form attached as Exhibit F2 to this Agreement.

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 FFI or the Depositor, by virtue of its acceptance thereofCompany, shall be deemed to have represented represent and warranted warrant, in writing, to the Owner Trustee, the Trust Agent 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 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).by (ii) Such Person understands that the Residual Interest Instruments have not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer (as such term is defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Instrument shall Instruments bear a legend on to the face thereof substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B.following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST INSTRUMENT 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 MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, FIRSTPLUS RESIDUAL HOLDINGS, INC. AND FIRSTPLUS 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 UNDER THE ACT OR ANY STATE SECURITIES LAWS. " (iv) Such Person shall comply with the provisions of Section 3.11(b3.14(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Instrument. (vb) Such Person is and shall remain a United States Person and will not transfer the Residual Interest Instrument to a Person who is not a United States PersonEach Prospective Owner, other than pursuant to a repurchase agreement (which is treated as a loan for tax purposes) FFI or solely to evidence a security interest.the Company, shall either: (b) The Residual Interest Instruments may not be acquired by or for the account of (i) represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that (1) the Prospective Owner is not an "employee benefit plan (as defined in plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA) that is subject to "), or a "plan" within the provisions meaning of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code (any such plan or employee benefit plan, a "Plan") and is not directly or indirectly purchasing such Residual Interest Instrument on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan, or (iii2) any entityeither (I) the Prospective Owner is acquiring such Residual Interest Instrument for its own account and no part of the assets used to acquire such Residual Interest Instrument constitute assets of a Plan, including or (II) the source of funds to be used to acquire such Residual Interest Instrument is an "insurance company separate account or general account," within the meaning of Prohibited Transaction Class Exemption 95-60,60 Fed. Reg. 35925 (July 12, whose underlying 1995) (the "Exemption"), and there is no Plan with respect to which the amount of such general account's reserves for the contract(s) held by or on behalf of such Plan (determined under Section 807(d) of the Code), together with the amount of the reserves of the contract(s) held by or on behalf of any other Plans (determined under Section 807(d) of the Code) maintained by the same employer (or an affiliate thereof as defined in Section V(a)(1) of the Exemption) or by the same employee organization, exceed 10% of the total of all liabilities of such general account; or (ii) furnish to the Owner Trustee and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed issuance or transfer of the Residual Interest Instrument to such Prospective Owner will not cause any assets include plan of the Trust to be deemed assets by reason of a plan’s investment Plan, or (B) the proposed issuance or transfer of the Residual Interest Instrument will not cause the Owner Trustee or the Certificate Registrar or any of their respective successors to be a fiduciary of a Plan within the meaning of Section 3(21) of ERISA and will not give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the entity Code for which a statutory or administrative exemption is unavailable. (each, a “Benefit Plan”). c) By accepting and holding its acceptance of a Residual Interest Instrument, each Prospective Owner agrees and acknowledges that no legal or beneficial interest in all or any portion of any Residual Interest Instrument may be transferred directly or indirectly to (i) an entity that holds residual securities as nominee to facilitate the Owner shall be deemed to have represented clearance and warranted that it settlement of such securities through electronic book-entry changes in accounts of participating organizations (a "Book-Entry Nominee"), or (ii) an individual, corporation, partnership or other person unless such transferee is not a Benefit PlanNon-U.S. Person (any such person being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (d) Subject to paragraph (f) below, the Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Instrument in connection with any transfer thereof unless the transferor shall have provided to the Trustee a certificate, substantially in the form attached as Exhibit F1 to this Agreement, signed by the transferee, a Book-Entry Nominee or a Non-permitted Foreign Holder, 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 Instruments to Book-Entry Nominees or Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Instrument without providing to the Trustee a certificate substantially in the from attached as Exhibit F1 to this Agreement. (e) The Residual Interest Instruments shall bear an additional legend referring to the restrictions contained in paragraphs (b) and (c) above. (f) Notwithstanding paragraph (d) above, in the event that FIRSTPLUS FINANCIAL, INC. pledges, mortgages, assigns or otherwise grants any security interest in the Residual Interest to any person (each, a "Pledgee"), the Trustee may execute, countersign and deliver a Residual Interest Instrument to such Pledgee, provided that such Pledgee shall have delivered to the Trustee a Certificate signed on behalf of the Pledgee substantially in the form attached as Exhibit F2 to this Agreement.

Restrictions on Transfer of Residual Interest Instruments. (a) Disposition by the General Partner. On the Closing Date, the Depositor, as General Partner, shall purchase for adequate consideration and retain beneficial and record ownership of Residual Interest Instruments representing at least 1% of the initial Certificate Balance, which Residual Interest Instruments shall be issued in definitive form. Any attempted transfer of any Residual Interest Instrument that would reduce such interest by the General Partner shall be void; provided, however, that such Residual Interest Instrument may be transferred to a successor General Partner pursuant to Section 9.2. The Owner Trustee shall cause any Residual Interest Instrument issued to the General Partner to contain a legend stating "THIS Residual Interest Instrument IS NOT TRANSFERRABLE, EXCEPT UNDER THE LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT". The Residual Interest Instrument issued to the Depositor shall be non-transferrable and shall bear a legend to such effect. (b) Each prospective purchaser and any subsequent transferee of a Residual Interest Instrument (each, a “"Prospective Owner”Certificateholder"), other than the Depositor, by virtue of its acceptance thereofshall represent and warrant, shall be deemed to have represented and warranted in writing, to the Owner Trustee, the Trust Agent 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 (x) 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 (y) acquiring such Residual Interest Instrument for its own account or for the account of one or more qualified institutional buyers for whom which 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 CorporationDepositor). (ii) Such Person understands that the Residual Interest Instruments have not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person Person whom the seller reasonably believes is (A) a qualified institutional buyer (as such term is defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Instrument shall Instruments bear a legend on to the face thereof substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B.following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST INSTRUMENT 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 MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A AND OF SUCH LAWS OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, RESIDENTIAL ASSET FUNDING 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 UNDER THE ACT OR ANY STATE SECURITIES LAWS." (ivc) Such Person shall comply with the provisions of Section 3.11(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Instrument. (v) Such Person is and shall remain a United States Person and will not transfer the Residual Interest Instrument to a Person who is not a United States PersonEach Prospective Certificateholder, other than pursuant the Depositor, shall represent and warrant, in writing, to a repurchase agreement (which the Owner Trustee and the Certificate Registrar and any of their respective successors that the Prospective Certificateholder is treated as a loan for tax purposes) or solely to evidence a security interest. (b) The Residual Interest Instruments may not be acquired by or for the account of (i) an "employee benefit plan (as defined in plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA) "), that is subject to the provisions of Title I of ERISA, (ii) a plan described in "plan" within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) any entity, including an insurance company separate account or general account, whose underlying assets are deemed to include assets of a plan assets described in (i) or (ii) above by reason of a such plan’s 's investment in the entity entity. (each, a “Benefit Plan”). d) By accepting and holding its acceptance of a Residual Interest Instrument, each Prospective Certificateholder agrees and acknowledges that no legal or beneficial interest in all or any portion of the Owner shall Residual Interest Instruments may be deemed transferred directly or indirectly to have represented and warranted that it an individual, corporation, partnership or other person unless such transferee is not a Benefit PlanNon-U.S. Person (any such person being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (e) The Owner Trustee or the Co-Owner Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Instrument 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, a Book-Entry Nominee or a Non-permitted Foreign Holder, 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 Instruments to Book-Entry Nominees or Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Instrument without providing to the Owner Trustee and the Certificate Registrar a substantially identical certificate signed by the Prospective Certificateholder to whom the Residual Interest Instrument is to be transferred. (f) The Residual Interest Instruments shall bear an additional legend referring to the foregoing restrictions contained in paragraphs (c), (d) and (e) above. (g) The Prospective Certificateholder shall obtain an opinion of counsel to the effect that, as a matter of federal income tax law, such Prospective Certificateholder is permitted to accept the transfer of a Residual Interest Instrument.

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 thereofTransferor or the Company, shall be deemed to have represented represent and warranted warrant, in writing, to the Owner Trustee, the Trust Agent 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 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 CorporationTransferor or the Company). (ii) Such Person understands that the Residual Interest Instruments have not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person whom the seller reasonably believes is (A) a qualified institutional buyer (as such term is defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Instrument shall Instruments bear a legend on to the face thereof substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B.following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST INSTRUMENT 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 MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, FIRSTPLUS RESIDUAL HOLDINGS, INC. AND FIRSTPLUS 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 UNDER THE ACT OR ANY STATE SECURITIES LAWS. " (iv) Such Person shall comply with the provisions of Section 3.11(b3.14(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Instrument. (vb) Such Person is and shall remain a United States Person and will not transfer the Residual Interest Instrument to a Person who is not a United States PersonEach Prospective Owner, other than pursuant to a repurchase agreement (which is treated as a loan for tax purposes) the Transferor or solely to evidence a security interest.the Company, shall either: (b) The Residual Interest Instruments may not be acquired by or for the account of (i) represent and warrant, in writing, to the Owner Trustee and the Certificate Registrar and any of their respective successors that (1) the Prospective Owner is not an "employee benefit plan (as defined in plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA) that is subject to "), or a "plan" within the provisions meaning of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code (any such plan or employee benefit plan, a "Plan") and is not directly or indirectly purchasing such Residual Interest Instrument on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan, or (iii2) any entityeither (I) the Prospective Owner is acquiring such Residual Interest Instrument for its own account and no part of the assets used to acquire such Residual Interest Instrument constitute assets of a Plan, including or (II) the source of funds to be used to acquire such Residual Interest Instrument is an "insurance company separate account or general account," within the meaning of Prohibited Transaction Class Exemption 95-60,60 Fed. Reg. 35925 (July 12, whose underlying 1995) (the "Exemption"), and there is no Plan with respect to which the amount of such general account's reserves for the contract(s) held by or on behalf of such Plan (determined under Section 807(d) of the Code), together with the amount of the reserves of the contract(s) held by or on behalf of any other Plans (determined under Section 807(d) of the Code) maintained by the same employer (or an affiliate thereof as defined in Section V(a)(1) of the Exemption) or by the same employee organization, exceed 10% of the total of all liabilities of such general account; or (ii) furnish to the Owner Trustee and the Certificate Registrar and any of their respective successors an opinion of counsel acceptable to such persons that (A) the proposed issuance or transfer of the Residual Interest Instrument to such Prospective Owner will not cause any assets include plan of the Trust to be deemed assets by reason of a plan’s investment Plan, or (B) the proposed issuance or transfer of the Residual Interest Instrument will not cause the Owner Trustee or the Certificate Registrar or any of their respective successors to be a fiduciary of a Plan within the meaning of Section 3(21) of ERISA and will not give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the entity Code for which a statutory or administrative exemption is unavailable. (each, a “Benefit Plan”). c) By accepting and holding its acceptance of a Residual Interest Instrument, each Prospective Owner agrees and acknowledges that no legal or beneficial interest in all or any portion of any Residual Interest Instrument may be transferred directly or indirectly to (i) an entity that holds residual securities as nominee to facilitate the Owner shall be deemed to have represented clearance and warranted that it settlement of such securities through electronic book-entry changes in accounts of participating organizations (a "Book-Entry Nominee"), or (ii) an individual, corporation, partnership or other person unless such transferee is not a Benefit PlanNon-U.S. Person (any such person being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (d) Subject to paragraph (f) below, the Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Instrument in connection with any transfer thereof unless the transferor shall have provided to the Trustee a certificate, substantially in the form attached as Exhibit F1 to this Agreement, signed by the transferee, a Book-Entry Nominee or a Non- permitted Foreign Holder, 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 Instruments to Book-Entry Nominees or Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Instrument without providing to the Trustee a certificate substantially in the from attached as Exhibit F1 to this Agreement. (e) The Residual Interest Instruments shall bear an additional legend referring to the restrictions contained in paragraphs (b) and (c) above. (f) Notwithstanding paragraph (d) above, in the event that [the Transferor] pledges, mortgages, assigns or otherwise grants any security interest in the Residual Interest to any person (each, a "Pledgee"), the Trustee may execute, countersign and deliver a Residual Interest Instrument to such Pledgee, provided that such Pledgee shall have delivered to the Trustee a Certificate signed on behalf of the Pledgee substantially in the form attached as Exhibit F2 to this Agreement.

Restrictions on Transfer of Residual Interest Instruments. (a) Disposition by the General Partner. On the Closing Date, the Depositor, as General Partner, shall purchase for adequate consideration and retain beneficial and record ownership of Residual Interest Instruments representing at least 1% of the initial Certificate Balance, which Residual Interest Instruments shall be issued in definitive form. Any attempted transfer of any Residual Interest Instrument that would reduce such interest by the General Partner shall be void; provided, however, that such Residual Interest Instrument may be transferred to a successor General Partner pursuant to Section 9.2. The Owner Trustee shall cause any Residual Interest Instrument issued to the General Partner to contain a legend stating "THIS Residual Interest Instrument IS NOT TRANSFERRABLE, EXCEPT UNDER THE LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT". The Residual Interest Instrument issued to the Depositor shall be non-transferrable and shall bear a legend to such effect. (b) Each prospective purchaser and any subsequent transferee of a Residual Interest Instrument (each, a “"Prospective Owner”Certificateholder"), other than the Depositor, by virtue of its acceptance thereofshall represent and warrant, shall be deemed to have represented and warranted in writing, to the Owner Trustee, the Trust Agent 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 (x) 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 (y) acquiring such Residual Interest Instrument for its own account or for the account of one or more qualified institutional buyers for whom which 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 CorporationDepositor). (ii) Such Person understands that the Residual Interest Instruments have not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred only to a person Person whom the seller reasonably believes is (A) a qualified institutional buyer (as such term is defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, in a transaction meeting the requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any state of the United States. (iii) Such Person understands that the Residual Interest Instrument shall Instruments bear a legend on to the face thereof substantially in the form set forth in the form of Residual Interest Instrument attached hereto as Exhibit B.following effect: "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST INSTRUMENT 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 MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A AND OF SUCH LAWS OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (INCLUDING, BUT NOT LIMITED TO, HOME EQUITY SECURITIZATION 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 UNDER THE ACT OR ANY STATE SECURITIES LAWS." (ivc) Such Person shall comply with the provisions of Section 3.11(b), as applicable, relating to the ERISA restrictions with respect to the acceptance or acquisition of such Residual Interest Instrument. (v) Such Person is and shall remain a United States Person and will not transfer the Residual Interest Instrument to a Person who is not a United States PersonEach Prospective Certificateholder, other than pursuant the Depositor, shall represent and warrant, in writing, to a repurchase agreement (which the Owner Trustee and the Certificate Registrar and any of their respective successors that the Prospective Certificateholder is treated as a loan for tax purposes) or solely to evidence a security interest. (b) The Residual Interest Instruments may not be acquired by or for the account of (i) an "employee benefit plan (as defined in plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA) "), that is subject to the provisions of Title I of ERISA, (ii) a plan described in "plan" within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) any entity, including an insurance company separate account or general account, whose underlying assets are deemed to include assets of a plan assets described in (i) or (ii) above by reason of a such plan’s 's investment in the entity entity. (each, a “Benefit Plan”). d) By accepting and holding its acceptance of a Residual Interest Instrument, each Prospective Certificateholder agrees and acknowledges that no legal or beneficial interest in all or any portion of the Owner shall Residual Interest Instruments may be deemed transferred directly or indirectly to have represented and warranted that it an individual, corporation, partnership or other person unless such transferee is not a Benefit PlanNon-U.S. Person (any such person being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. (e) The Owner Trustee or the Co-Owner Trustee shall not execute, and shall not countersign and deliver, a Residual Interest Instrument 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, a Book-Entry Nominee or a Non-permitted Foreign Holder, 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 Instruments to Book-Entry Nominees or Non-permitted Foreign Holders, and an agreement by the transferee that it will not transfer a Residual Interest Instrument without providing to the Owner Trustee and the Certificate Registrar a substantially identical certificate signed by the Prospective Certificateholder to whom the Residual Interest Instrument is to be transferred. (f) The Residual Interest Instruments shall bear an additional legend referring to the foregoing restrictions contained in paragraphs (c), (d) and (e) above. (g) The Prospective Certificateholder shall obtain an opinion of counsel to the effect that, as a matter of federal income tax law, such Prospective Certificateholder is permitted to accept the transfer of a Residual Interest Instrument.