Common use of Securities Law Compliance Clause in Contracts

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator Trustee against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar Depositor nor the Securities Administrator Trustee is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar Depositor or the Securities AdministratorTrustee. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities AdministratorTrustee) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Junior Subordinate Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Junior Subordinate Certificate shall, and, by acceptance of such Private Junior Subordinate Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither None of the Depositor, the Certificate Registrar nor or the Securities Administrator is obligated to register or qualify any Private Junior Subordinate Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Junior Subordinate Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Certificate shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transfereeJunior Subordinate Certificates. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities AdministratorDepositor) shall provide to any Holder of a Rule 144A Security Junior Subordinate Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Junior Subordinate Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify Saxon, the Depositor ,Trustee, the Certificate Registrar and the Securities Administrator Master Servicer against any liability that may result if any transfer of such Certificates Certificate by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither None of Saxon, the DepositorTrustee, the Certificate Registrar nor or the Securities Administrator Master Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this the Trust Agreement to permit the transfer of such Certificates Certificate without such registration or qualification. Neither the The Certificate Registrar nor the Securities Administrator shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Certificate Registrar with an agreement a Transferee Agreement or a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective proposed transferee will be deemed to have provided of a QIB Private Certificate upon acceptance of the Certificate. If a proposed transfer does not involve certify to facts which, if true, would mean that such proposed transferee is a Rule 144A SecurityQualified Institutional Buyer, the Securities Administrator or the Certificate Registrar shall require that the transferor and such proposed transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two three years of the acquisition thereof of such Certificate by a non-Affiliate of the Depositor Saxon from the Depositor Saxon or an Affiliate of Saxon, the Depositor, or the Securities Administrator Master Servicer or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorSaxon, the Certificate Registrar or the Securities AdministratorMaster Servicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer issuance of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealerto Saxon, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the DepositorSMI, the Securities AdministratorMaster Servicer, which directions shall specify the information to be provided, and at the expense Trustee or any of the Depositor or the Securities Administrator) their Affiliates. Saxon shall provide to any Holder of a Rule 144A Security Private Certificate and any prospective transferee that is a Qualified Institutional Buyer designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,Company, the Certificate Registrar Trustee and the Securities Administrator Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the DepositorCompany, the Certificate Registrar Trustee nor the Securities Administrator Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee's Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-Affiliate of the Depositor Company from the Depositor Company or an Affiliate of the DepositorCompany, the Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorCompany, the Certificate Registrar Trustee or the Securities AdministratorServicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) Company shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,Company, the Certificate Registrar Trustee and the Securities Administrator Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the DepositorCompany, the Certificate Registrar Trustee nor the Securities Administrator Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee's Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-Affiliate of the Depositor Company from the Depositor Company or an Affiliate of the DepositorCompany, the Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorCompany, the Certificate Registrar Trustee or the Securities AdministratorServicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) Company shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer Neither the RSUs nor the Shares issuable in settlement of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement the RSUs have been registered under the Securities Act and effective registration of 1933, or qualification under applicable any state securities laws. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed or quoted. As a condition to the settlement of the RSUs, the Company may require Employee (or other person entitled to settlement) to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. Employee acknowledges and agrees that Employee is made in acquiring the RSUs and underlying Shares for investment and not with a transaction that does not require such registration or qualificationview to distribution. Any Holder of a Private Certificate shall, andEmployee, by acceptance hereof, consents to the placement of such Private Certificatethe following restrictive legends, does agree toor substantially similar legends, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate on each certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and issued by the Company representing Shares issued in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance settlement of the CertificateRSUs: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER SUCH STATE SECURITIES LAWS OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW. If a proposed The Company may also impose stop-transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as instructions with respect to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant Shares subject to the registration exemption provided by Rule 144A.foregoing restrictions

Securities Law Compliance. No transfer of any Private Junior Subordinate Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Junior Subordinate Certificate shall, and, by acceptance of such Private Junior Subordinate Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither None of the Depositor, the Certificate Registrar nor or the Securities Administrator is obligated to register or qualify any Private Junior Subordinate Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Junior Subordinate Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is either (i) a Qualified Institutional Buyer (a “QIB Certificate”) or (ii) an Institutional Accredited Investor (an “IAI Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Certificate shall be required in connection with the initial transfer of the Private Certificates and no Opinion Junior Subordinate Certificates. However, an IAI Certificate substantially in the form of Counsel Exhibit D hereto shall be required in connection with the any transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transfereeJunior Subordinate Certificates. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities AdministratorDepositor) shall provide to any Holder of a Rule 144A Security Junior Subordinate Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Junior Subordinate Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator Trustee against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar Depositor nor the Securities Administrator Trustee is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “"QIB Certificate”"), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar Depositor or the Securities AdministratorTrustee. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities AdministratorTrustee) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify Saxon, the Depositor ,Trustee, the Certificate Registrar and the Securities Administrator Master Servicer against any liability that may result if any transfer of such Certificates Certificate by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither Saxon, the DepositorTrustee, the Certificate Registrar nor the Securities Administrator Master Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this the Trust Agreement to permit the transfer of such Certificates Certificate without such registration or qualification. Neither the The Certificate Registrar nor the Securities Administrator shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Certificate Registrar with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A SecurityCertificate or the transferee of a Rule 144A Certificate does not certify to facts which, if true, would mean that the Securities Administrator or proposed transferee is a Qualified Institutional Buyer, the Certificate Registrar shall require that the transferor and the proposed transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two three years of the acquisition thereof of such Certificate by a non-Affiliate of the Depositor Saxon from the Depositor Saxon or an Affiliate of Saxon, the Depositor, or the Securities Administrator Master Servicer or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorSaxon, the Certificate Registrar or the Securities AdministratorMaster Servicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) Saxon shall provide to any Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer The sale and issuance of any Private Certificate Shares to Employee pursuant to this Agreement shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such registration requirements of U.S. federal and state securities law, or shall be in accordance with an exemption from those registration requirements. Transferability of such Shares is subject to restrictions imposed by the applicable U.S. federal and state (and other) securities laws, and one or more restrictive legends will be placed on the share certificates. Neither Such restrictive legends shall indicate that the DepositorShares were isued pursuant to this Agreement and transfer of such Shares is subject to the limitations in this Agreement. Employee hereby agrees that he is acquiring such Shares for Employee's own account for investment and not with the view to any resale or redistribution thereof, and not on behalf of any other person. Employee further agrees not to sell Shares except in accordance with, or pursuant to, an exemption from the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under registration requirements of the Securities Act of 1933 and any applicable state or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualificationlaws. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel The following legend shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealerplaced upon each certificate evidencing Shares: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH NOR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE AND SUCH REGISTRATION IS NOT CONTEMPLATED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. A STOCKHOLDER’S AGREEMENT HAS BEEN ENTERED INTO BETWEEN THE SHAREHOLDER AND THE COMPANY AND HAS BEEN DELIVERED TO THE SECRETARY TO BE KEPT ON FILE AT THE COMPANY'S REGISTERED OFFICE. THAT AGREEMENT IMPOSES VARIOUS RESTRICTIONS UPON THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND CREATES VARIOUS OPTIONS, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.RIGHTS AND INTERESTS WITH RESPECT TO THOSE SHARES.

Securities Law Compliance. No transfer of any Private Junior Subordinate Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Junior Subordinate Certificate shall, and, by acceptance of such Private Junior Subordinate Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Junior Subordinate Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Junior Subordinate Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Certificate shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transfereeJunior Subordinate Certificates. The Depositor (or, upon direction of the Depositor, Depositor or the Securities Administrator, which directions shall specify the information to be provided, and ) at the Depositor's expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security Junior Subordinate Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Junior Subordinate Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify Saxon, the Depositor ,Trustee, the Certificate Registrar Registrar, the Master Servicer and the Securities Administrator Certificate Insurer against any liability that may result if any transfer of such Certificates Certificate by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither None of Saxon, the DepositorTrustee, the Certificate Registrar nor Registrar, the Securities Administrator Master Servicer or the Certificate Insurer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this the Trust Agreement to permit the transfer of such Certificates Certificate without such registration or qualification. Neither the The Certificate Registrar nor the Securities Administrator shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Certificate Registrar with an agreement a Transferee Agreement or a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective proposed transferee will be deemed to have provided of a QIB Private Certificate upon acceptance of the Certificate. If a proposed transfer does not involve certify to facts which, if true, would mean that such proposed transferee is a Rule 144A SecurityQualified Institutional Buyer, the Securities Administrator or the Certificate Registrar shall require that the transferor and such proposed transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two three years of the acquisition thereof of such Certificate by a non-Affiliate of the Depositor Saxon from the Depositor Saxon or an Affiliate of Saxon, the Depositor, or the Securities Administrator Master Servicer or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorSaxon, the Certificate Registrar or the Securities AdministratorMaster Servicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer issuance of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealerto Saxon, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the DepositorSMI, the Securities AdministratorMaster Servicer, which directions shall specify the information to be provided, and at the expense Trustee or any of the Depositor or the Securities Administrator) their Affiliates. Saxon shall provide to any Holder of a Rule 144A Security Private Certificate and any prospective transferee that is a Qualified Institutional Buyer designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Junior Subordinate Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Junior Subordinate Certificate shall, and, by acceptance of such Private Junior Subordinate Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Junior Subordinate Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Junior Subordinate Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Certificate shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transfereeJunior Subordinate Certificates. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security Junior Subordinate Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Junior Subordinate Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify OMI, the Depositor ,the Certificate Registrar Trustee and the Securities Administrator Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the DepositorOMI, the Certificate Registrar Trustee nor the Securities Administrator Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee's Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-non- Affiliate of the Depositor OMI from the Depositor OMI or an Affiliate of OMI, the Depositor, Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorOMI, the Certificate Registrar Trustee or the Securities AdministratorServicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) OMI shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,Company, the Certificate Registrar Trustee and the Securities Administrator Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the DepositorCompany, the Certificate Registrar Trustee nor the Securities Administrator Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee's Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-Affiliate of the Depositor Company from the Depositor Company or an Affiliate of the DepositorCompany, the Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorCompany, the Certificate Registrar Trustee or the Securities AdministratorServicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) Company shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.registration

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “"QIB Certificate”"), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,Company, the Certificate Registrar Trustee and the Securities Administrator Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the DepositorCompany, the Certificate Registrar Trustee nor the Securities Administrator Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee -68- 74 provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee's Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-Affiliate of the Depositor Company from the Depositor Company or an Affiliate of the DepositorCompany, the Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorCompany, the Certificate Registrar Trustee or the Securities AdministratorServicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) Company shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar Trustee and the Securities Administrator Master Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar Trustee nor the Securities Administrator Master Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee’s Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Master Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Master Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar Trustee or the Securities AdministratorMaster Servicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer of any Private Certificate Security shall be ------------------------- made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate Security shall, and, by acceptance of such Private CertificateSecurity, does agree to, indemnify the Depositor ,Company, the Certificate Registrar Trustee and the Securities Administrator Master Servicer against any liability that may result if any transfer of such Certificates Securities by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the DepositorCompany, the Certificate Registrar Trustee nor the Securities Administrator Master Servicer is obligated to register or qualify any Private Certificate Security under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates Securities without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate Security (other than a Residual CertificateSecurity) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Security to be transferred is a Rule 144A Security, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A SecuritySecurity or the transferee of a Rule 144A Security does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, the Securities Administrator or the Certificate Registrar Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two three years of the acquisition thereof by a non-Affiliate of the Depositor Company from the Depositor Company or an Affiliate of the DepositorCompany, the Master Servicer or the Securities Administrator or the Certificate Registrar Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorCompany, the Certificate Registrar Trustee or the Securities AdministratorMaster Servicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates Securities and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates Securities by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) Company shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates Securities and the Mortgage Loans Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar Trustee and the Securities Administrator Master Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar Trustee nor the Securities Administrator Master Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee's Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Master Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Master Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be -43- 48 obtained at the expense of the Depositor, the Certificate Registrar Trustee or the Securities AdministratorMaster Servicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer 1. Purchaser represents to the Company, that the Preferred Stock being purchased by the Purchaser is being acquired for the Purchaser's own separate account, for investment only, and not with a view to, or for sale in connection with, any distribution of the Preferred Stock in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement rule or regulation under the Securities Act Act. The Purchaser further represents and effective agrees not to take, or cause to be taken, any action that would deem it to be an underwriter (as defined in the Securities Act) of the Preferred Stock. The Purchaser understands and agrees that (a) the Preferred Stock may not be transferred or sold for value in the absence of registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without exemption from registration or qualification under the Securities Act Act, and applicable state the securities lawsor Blue Sky laws of any state, which Opinion of Counsel shall not as required, (b) a stop transfer instruction will be obtained at issued with respect to the expense of Preferred Stock, and (c) the Depositorfollowing legend will be placed on the certificates representing the Preferred Stock to be received : THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE NEVADA SECURITIES ACT OR OKLAHOMA SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR QUALIFICATION OF THEM UNDER THE SECURITIES ACT OF 1933, THE NEVADA SECURITIES ACT AND THE SECURITIES OR BLUE SKY LAWS OF ANY OTHER STATE, AS REQUIRED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER SUCH ACTS AND/OR LAWS. In addition, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Purchaser shall be required in connection with the initial transfer of the Private Certificates deliver such documents and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as the Company shall be necessary reasonably require to satisfy the condition to eligibility set forth in Rule 144A(d)(4) verify their its status as an "Accredited Investor" for transfer purposes of any such Rule 144A Security without registration thereof under Regulation D of the Securities Act pursuant to the registration exemption provided by Rule 144A.and Exchange Commission. .

Securities Law Compliance. No transfer If the Fund or any of its direct or indirect transferees should in the future decide to dispose of any Private Certificate shall be made unless that transfer is made Warrants, shares of Common Stock or New Issuance Securities acquired pursuant to an effective registration statement under the Securities Act Section 4.1, such Person understands and effective registration or qualification under applicable state securities laws, or is made agrees that it may do so only in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance compliance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion as then in effect, and that stop-transfer instructions to that effect, where applicable, will be in effect with respect to such securities. If the Fund or any of Counsel shall not be obtained at its direct or indirect transferees should decide to dispose of such securities (other than pursuant to its registration rights under the expense of Registration Rights Agreement), such Person, if requested by the DepositorCompany, will have the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required obligation in connection with the initial transfer such disposition, at such Person's expense, of the Private Certificates and no Opinion delivering an opinion of Counsel shall be required counsel of recognized standing in securities laws matters, in connection with such disposition to the transfer effect that the proposed disposition of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction securities would not be in violation of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant or any applicable state securities laws and, assuming such opinion is required and is otherwise appropriate in form and substance under the circumstances, the Company will accept, and will recommend to any applicable transfer agent or trustee for such securities that it accept, such opinion. Each such Person agrees to the registration exemption provided imprinting, so long as required by Rule 144A.law, of a legend on certificates representing all of such securities to the following effect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES."

Securities Law Compliance. No transfer of any Private Certificate ------------------------- shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator Trustee against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar Depositor nor the Securities Administrator Trustee is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate5.04. If a proposed transfer does not involve a Rule 144A SecurityCertificate or the transferee of a Rule 144A Certificate does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, the Securities Administrator or the Certificate Registrar Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, Depositor or the Securities Administrator or the Certificate Registrar Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar Depositor or the Securities AdministratorTrustee. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (orTrustee, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense on behalf of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans Trust Estate and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A. -27-

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar Trustee and the Securities Administrator Master Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar Trustee nor the Securities Administrator Master Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee's Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Master Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Master Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar Trustee or the Securities AdministratorMaster Servicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator Trustee against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator Trustee is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator Trustee shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Trustee or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator Trustee or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities AdministratorTrustee. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities AdministratorTrustee, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities AdministratorTrustee) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Class R Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualificationprovisions of this Section 4.4. Any Holder of a Private Class R Certificate shall, and, by acceptance of ----------- such Private Class R Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator Trustee against any liability that may result if any transfer of such Class R Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state lawslaws and the provisions of this Section 4.4. Neither the Depositor, the Certificate Registrar Depositor nor the Securities Administrator ----------- Trustee is obligated to register or qualify any Private Class R Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit Agreement. In the transfer event of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate the Class R Certificates (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies connection with the provisions initial transfer of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof any Class R Certificates by a non-Affiliate of the Depositor from the Depositor or to an Affiliate of the Depositor, or ) (i) unless such transfer is made in reliance upon Rule 144A under the Securities Administrator or Act (as evidenced by a Rule 144A Investment Agreement delivered to the Certificate Registrar also may Trustee), the Trustee and the Depositor shall require an a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made without registration or qualification under pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and applicable state securities lawsor is being made pursuant to the Securities Act, which Opinion of Counsel shall not be obtained at the an expense of the Depositor, the Certificate Registrar Trustee or the Securities Administrator. Notwithstanding Depositor or (ii) the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Trustee shall be required require the transferor to execute a transferor certificate and the transferee to execute an investment letter acceptable to and in connection with the initial transfer of form and substance reasonably satisfactory to the Private Certificates Depositor and no Opinion of Counsel shall be required in connection with the transfer of Trustee certifying to the Private Certificates by a broker or dealer, if Depositor and the Trustee the facts surrounding such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administratortransfer, which directions investment letter shall specify the information to not be provided, and at the an expense of the Depositor Trustee or the Securities Administrator) Depositor. The Trustee shall provide to any transferee Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Class R Certificates and the Mortgage Loans related Underlying Certificates and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Class R Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer of any Private Junior Subordinate Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Junior Subordinate Certificate shall, and, by acceptance of such Private Junior Subordinate Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Junior Subordinate Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Junior Subordinate Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “"QIB Certificate”"), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Certificate shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transfereeJunior Subordinate Certificates. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security Junior Subordinate Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Junior Subordinate Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify OMI, the Depositor ,the Certificate Registrar Trustee and the Securities Administrator Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the DepositorOMI, the Certificate Registrar Trustee nor the Securities Administrator Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this these Standard Terms or the related Pooling and Servicing Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Certificate or the Certificate Registrar transferee's Rule 144A Agreement does not certify to facts which, if true, would mean that the transferee is a Qualified Institutional Buyer, (i) the Servicer and the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, upon and (ii) if the such transfer is made within two three years of after the acquisition thereof by a non-Affiliate of the Depositor OMI from the Depositor OMI or an Affiliate of OMI, the Depositor, Servicer or the Securities Administrator or the Certificate Registrar Trustee may also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the DepositorOMI, the Certificate Registrar Trustee or the Securities AdministratorServicer. Notwithstanding the foregoing, no QIB CertificateRule 144A Agreement, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) OMI shall provide to any transferee Holder of a Rule 144A Security Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans related Assets and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.144A, upon the request for such information by such Holder.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualificationprovisions of this Section 5.05. Any Holder of a Private Certificate that is not a Book-Entry Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify OMI, the Depositor ,the Certificate Registrar Trustee and the Securities Administrator Servicer against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state lawslaws and the provisions of this Section 5.05. Neither the DepositorOMI, the Certificate Registrar Trustee nor the Securities Administrator Servicer is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit these Standard Terms or the transfer of such Certificates without such registration or qualificationrelated Pooling and Servicing Agreement. Neither the Certificate Registrar nor the Securities Administrator The Trustee shall not register any transfer of a Private Certificate (other than that is not a Residual Certificate) Book-Entry Certificate unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement a Transferee Agreement and a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee AgreementBuyer, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement; provided, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a however, that, no Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB CertificateAgreement, Transferee Agreement or -------- ------- Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the a transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee, or to any affiliate of OMI. The Depositor (orNo Rule 144A Agreement, upon direction Transferee Agreement or Opinion of the Depositor, the Securities Administrator, which directions Counsel shall specify the information to be providedrequired in connection with any Private Certificate that is a Book-Entry Certificate, and at the expense no Rule -61- 144A Agreement, Transferee Agreement or Opinion of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as Counsel shall be necessary to satisfy the condition to eligibility set forth required in Rule 144A(d)(4) for connection with any transfer of any Private Certificate to OMI, to any Affiliate of OMI or to any Person involved in the organization or operation of a trust to be formed by OMI or any of its Affiliate (each, a "Related Holder"), and the transfer restrictions contained below shall apply to any such Rule 144A Security without registration thereof under acquisition, holding and disposition of such Private Certificates in lieu of the Securities Act pursuant to the registration exemption provided by Rule 144A.provisions of first paragraph of this Section 5.05(a):

Securities Law Compliance. No transfer of any Private Junior Subordinate Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Junior Subordinate Certificate shall, and, by acceptance of such Private Junior Subordinate Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar and the Securities Administrator Trustee against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator Trustee is obligated to register or qualify any Private Junior Subordinate Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator Trustee shall register any transfer of a Private Junior Subordinate Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “"QIB Certificate”"), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Certificate shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transfereeJunior Subordinate Certificates. The Depositor (or, upon direction of the Depositor, the Securities AdministratorTrustee, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities AdministratorTrustee) shall provide to any Holder of a Rule 144A Security Junior Subordinate Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Junior Subordinate Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Certificate shall, and, by acceptance of such Private Certificate, does agree to, indemnify the Depositor ,the Certificate Registrar and the Securities Administrator Trustee against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator Trustee is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator Trustee shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator Trustee with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator Trustee or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator Trustee or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities AdministratorTrustee. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transferee. The Depositor (or, upon direction of the Depositor, Depositor or the Securities Administrator, Trustee which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities AdministratorTrustee) shall provide to any Holder of a Rule 144A Security and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.

Securities Law Compliance. No transfer of any Private Junior Subordinate Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. Any Holder of a Private Junior Subordinate Certificate shall, and, by acceptance of such Private Junior Subordinate Certificate, does agree to, indemnify the Depositor ,Depositor, the Certificate Registrar and the Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Junior Subordinate Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Junior Subordinate Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not a Rule 144A Security, a Transferee Agreement, and in any case unless and until the transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Certificate Registrar or the Securities Administrator. Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel Certificate shall be required in connection with the initial transfer of the Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of the Private Certificates by a broker or dealer, if such broker or dealer was the initial transfereeJunior Subordinate Certificates. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities AdministratorDepositor) shall provide to any Holder of a Rule 144A Security Junior Subordinate Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Security Junior Subordinate Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A.