Common use of Book-Entry Certificates Clause in Contracts

Book-Entry Certificates. The Class A Certificates and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.10: (i) the provisions of this Section 11.08 shall be in full force and effect; (ii) the Depositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form form, of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Transferor. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyAgency or its nominee, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates ("“Definitive Certificates"”) have been issued to the applicable Certificate Owners pursuant to Section 11.106.12 or as otherwise specified in any such Supplement: (ia) the provisions of this Section 11.08 6.10 shall be in full force and effect; (iib) the DepositorTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different respective Certificate Owners); (iiic) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall control; and (ivd) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.

Book-Entry Certificates. The Upon original issuance, the Class A Certificates and the Class I B Certificates, other than the Class A Certificate representing the residual amount of the Original Class A Certificate Balance and the Class B Certificate representing the residual amount of the Original Class B Certificate Balance, which shall be issued upon original issuancethe written order of Seller, shall be issued in the form of one or more typewritten Certificates representing the Book-Book Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Seller. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Definitive Certificate representing such Certificate Owner's ’s interest in the Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 11.105.10. Unless and until definitive, fully registered Certificates ("“Definitive Certificates"”) have been issued to Certificate Owners the Holders pursuant to Section 11.105.10: (ia) the provisions of this Section 11.08 5.8 shall be in full force and effect; (iib) the DepositorSeller, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates and the taking of actions by the Holders) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iiic) to the extent that the provisions of this Section 11.08 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.8 shall control; and; (ivd) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or and all references in this Agreement to actions by Holders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants. Pursuant , and all references in this Agreement to distributions, notices, reports and statements to Holders shall refer to distributions, notices, reports and statements to the Clearing Agency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency; and (e) pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency ParticipantsParticipants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of Certificates evidencing specified percentages of the aggregate outstanding principal balance of such Certificates, such direction or consent may be given by Certificate Owners having interests in the requisite percentage, acting through the Clearing Agency.

Book-Entry Certificates. The Upon original issuance, the Class A Certificates and the Class I B Certificates, other than the Class A Certificate representing the residual amount of the Original Class A Certificate Balance and the Class B Certificate representing the residual amount of the Original Class B Certificate Balance, which shall be issued upon original issuancethe written order of Seller, shall be issued in the form of one or more typewritten Certificates representing the Book-Book Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Seller. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Definitive Certificate representing such Certificate Owner's interest in the Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 11.105.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners the Holders pursuant to Section 11.105.10: (ia) the provisions of this Section 11.08 5.8 shall be in full force and effect; (iib) the DepositorSeller, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates and the taking of actions by the Holders) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iiic) to the extent that the provisions of this Section 11.08 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.8 shall control; and; (ivd) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or and all references in this Agreement to actions by Holders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants. Pursuant , and all references in this Agreement to distributions, notices, reports and statements to Holders shall refer to distributions, notices, reports and statements to the Clearing Agency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency; and (e) pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency ParticipantsParticipants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of Certificates evidencing specified percentages of the aggregate outstanding principal balance of such Certificates, such direction or consent may be given by Certificate Owners having interests in the requisite percentage, acting through the Clearing Agency.

Book-Entry Certificates. The (i) Each Class A Certificates and Class I of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, or its custodian, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Book-Entry Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Book-Entry Certificates, except as provided in Section 11.103.09(c). Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to Certificate Owners of Book-Entry Certificates pursuant to Section 11.10:3.09(c): (iii) the provisions of this Section 11.08 3.09 shall be in full force and effect; (iiiii) the Depositor, the Servicer Master Servicer, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Book-Entry Certificates) as the authorized representatives of the Certificate Owners (requests and directions fromthe Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, and votes of, such representatives shall not be considered inconsistent if they are made in accordance with respect to different Certificate Owners)the Clearing Agency's normal procedures; (iiiiv) to the extent that the provisions of this Section 11.08 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 3.09 shall control; and (ivv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 11.103.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I (a) Unless otherwise provided in the applicable Series Supplement, the Investor Certificates, upon original issuance, shall be issued in fully registered form, in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on the behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Sellers. The Class A Certificates and Class I Investor Certificates shall initially be registered on in the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, or any successor nominee designated by The Depository Trust Company or any successor Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the Investor Certificates, except as provided in Section 11.106.02(c). Unless and until definitive, fully registered Investor Certificates ("“Definitive Certificates"”) have been issued to Certificate Owners the beneficial owners of the Investor Certificates pursuant to Section 11.10:6.02(c): (i) the provisions of this Section 11.08 6.02(a) shall be in full force and effect; (ii) the Depositorany Seller, the Master Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.02(a) conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.02(a) shall control; and (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.02(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement or any applicable Series Supplement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the Class Invested Amount of any Class, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants). (b) Whenever notice or other communication is required to be given to Investor Certificateholders of any Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners pursuant to Section 6.02(c), the Trustee shall give all such notices and communications specified herein to be given to such Investor Certificateholders to the Clearing Agency. (c) If, with respect to any Series the Investor Certificates of which are originally issued in the form of Book-Entry Certificates: (i) (A) the Master Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor, (ii) the Master Servicer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to such Series through the Clearing Agency, or (iii) after the occurrence of a Master Servicer Termination Event, Certificate Owners representing beneficial interests aggregating not less than 51% of the Invested Amount of any Class of such Series advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, then the Trustee shall notify all Certificate Owners of each Class of such Series upon the occurrence of an event described in clauses (i) and (ii) above or all Certificate Owners of the applicable Class upon the occurrence of the event described in clause (iii) above, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class of such Series requesting the same. Upon surrender to the Trustee of the applicable Investor Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for the applicable Class. Neither any Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency with respect to the applicable Class of the applicable Series of Investor Certificates shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depositary specified in such Supplement (the "Depositary") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of Investor Certificates of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementDepositary Agreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the “Depository”) which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("“Definitive Certificates"”) have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I Certificates(other than a Certificate representing any residual portion of the Pool Balance as of the Cut-Off Date), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, by the Seller or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01its behalf. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.106.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners Certificateholders pursuant to Section 11.106.10: (i) the provisions of this Section 11.08 6.8 shall be in full force and effect; (ii) the DepositorSeller, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates and the taking of actions by the Certificateholders) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.8 shall control; and; (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and (or to the extent Certificate Owners are not Clearing Agency Participants through the Clearing Agency Participants through which such Certificate Owners own Book-Entry Certificates) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant , and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Depository AgreementClearing Agency or its nominee, unless and until Definitive Certificates are issued as registered Holder of the Certificates, as the case may be, for distribution to Certificate Owners in accordance with the procedures of the Clearing Agency; and (v) pursuant to Section 11.10an agreement between the Clearing Agency and the Seller, the initial Clearing Agency will make bookBook-entry Entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency ParticipantsParticipants to the Certificate Owners or their nominees.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in ----------------------- any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such ---------- Series. The Class A Investor Certificates and Class I Certificates of each Series shall unless otherwise provided in the related Supplement initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.13. Unless and until definitive, fully registered ------------ Investor Certificates of any Series ("Definitive Certificates") have been issued ----------------------- to Certificate Owners pursuant to Section 11.10:6.13: ------------ (i) the provisions provision of this Section 11.08 6.11 shall be in full force and effect------------ effect with respect to each such Series; (ii) the DepositorSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.11 conflict ------------ with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and------- (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.13, the initial Clearing Agency ------------ will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-MFL, Class A-J, Class X-1, Class X-2, Class X-W, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class I S Certificates, upon original issuance, each shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Certificate Registrar, as custodian for The Depository Trust CompanyCompany (the "Depository"), the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount provided that any Non-Investment Grade Certificates described in Section 11.01sold to Institutional Accredited Investors who are not Qualified Institutional Buyers will be issued as Definitive Certificates. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the Depository, as the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.103.9. Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to the Certificate Owners pursuant to Section 11.103.9: (i) the provisions of this Section 11.08 3.7 shall be in full force and effecteffect with respect to each such Class; (ii) the Depositor, the Servicer Master Servicers, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 3.7 shall controlcontrol with respect to each such Class; and (iv) the rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the Clearing Agency applicable Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.103.9, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Certificates to such Participants. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificates, such direction or consent may be given by the Clearing Agency Participantsat the direction of Certificate Owners owning Certificates evidencing the requisite percentage of principal amount of Certificates. The Clearing Agency may take conflicting actions with respect to the Certificates to the extent that such actions are taken on behalf of the Certificate Owners. (c) The Certificates of each Class (other than the Residual Certificates) initially sold in reliance on Rule 144A or with respect to the Class A-1, Class A-1A, Class A-2, Class A-NM, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-MFL, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates sold to Institutional Accredited Investors shall be represented by the Rule 144A IAI Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates initially sold to Institutional Accredited Investors shall be represented by IAI Definitive Certificates for such Class. The Certificates evidenced by any Rule 144A IAI Global Certificate or IAI Definitive Certificate shall be subject to certain restrictions on transfer as set forth in Section 3.3 hereof and shall bear legend(s) regarding such restrictions described herein. (d) The Certificates of each Class (other than the Residual Certificates) initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Temporary Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Not earlier than the Release Date, beneficial interests in any Regulation S Temporary Global Certificate shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial interests in any Regulation S Temporary Global Certificate may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for interests in the Rule 144A IAI Global Certificate for such Class in accordance with the certification requirements described in Section 3.7(f). The Regulation S Permanent Global Certificates shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. On or prior to the Release Date and on or prior to any Distribution Date occurring prior to the Release Date, each Certificate Owner of a Regulation S Temporary Global Certificate that holds a beneficial interest therein on the Release Date or on any such Distribution Date, as the case may be, must deliver to Euroclear or Clearstream (as applicable) a Regulation S Certificate; provided, however, that any Certificate Owner that holds a beneficial interest in a Regulation S Temporary Global Certificate on the Release Date or on any such Distribution Date that has previously delivered a Regulation S Certificate to Euroclear or Clearstream with respect to its interest therein does not need to deliver any subsequent Regulation S Certificate (unless the certificate previously delivered is no longer true as of such subsequent date, and such Certificate Owner must promptly notify Euroclear or Clearstream, as applicable, thereof). Euroclear or Clearstream, as applicable, shall be required to promptly deliver to the Certificate Registrar a certificate substantially in the form of Exhibit I hereto to the effect that it has received the requisite Regulation S Certificates for each such Class, and no Certificate Owner (or transferee from any such Certificate Owner) shall be entitled to receive an interest in the Regulation S Permanent Global Certificate for such Class or any payment or principal or interest with respect to its interest in such Regulation S Temporary Global Certificate prior to the Certificate Registrar receiving such certification from Euroclear or Clearstream with respect to the portion of the Regulation S Temporary Global Certificate owned by such Certificate Owner (and, with respect to an interest in the applicable Regulation S Permanent Global Certificate, prior to the Release Date). After the Release Date, distributions due with respect to any beneficial interest in a Regulation S Temporary Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the related Regulation S Permanent Global Certificate is improperly withheld or refused. No interest in a Regulation S Global Certificate may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in the Rule 144A IAI Global Certificate for such Class as described in Section 3.7(f). (e) Except in the limited circumstances described below in Section 3.9, owners of beneficial interests in Global Certificates shall not be entitled to receive physical delivery of Definitive Certificates. The Certificates are not issuable in bearer form. Upon the issuance of each Global Certificate, the Depository or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Certificate to the accounts of Persons who have accounts with such Depository. Such accounts initially shall be designated by or on behalf of the Underwriters and Placement Agents. Ownership of beneficial interests in a Global Certificate shall be limited to Customers or Persons who hold interests directly or indirectly through Customers. Ownership of beneficial interests in the Global Certificates shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by the Depository or its nominee (with respect to interests of Customers) and the records of Customers (with respect to interests of Persons other than Customers). So long as the Depository, or its nominee, is the registered holder of a Global Certificate, the Depository or such nominee, as the case may be, shall be considered the sole owner and holder of the Certificates represented by such Global Certificate for all purposes under this Agreement and the Certificates, including, without limitation, obtaining consents and waivers thereunder, and the Trustee, the Paying Agent and the Certificate Registrar shall not be affected by any notice to the contrary. Except under the circumstance described in Section 3.9, owners of beneficial interests in a Global Certificate will not be entitled to have any portions of such Global Certificate registered in their names, will not receive or be entitled to receive physical delivery of Definitive Certificates in certificated form and shall not be considered the owners or holders of the Global Certificate (or any Certificates represented thereby) under this Agreement or the Certificates. In addition, no Certificate Owner of an interest in a Global Certificate shall be able to transfer that interest except in accordance with the Depository's applicable procedures (in addition to those under this Agreement and, if applicable, those of Euroclear and Clearstream). (f) Any holder of an interest in a Regulation S Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, Euroclear or Clearstream, as applicable, and the Depository, in the form of an Exchange Certification (substantially in the form of Exhibit H attached hereto), to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A IAI Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Rule 144A IAI Global Certificate as described herein; provided, however, that no Exchange Certification shall be required if any such exchange occurs after the Release Date. Any holder of an interest in the Rule 144A IAI Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, the Depository and Euroclear or Clearstream, as applicable, in the form of an Exchange Certification, to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Regulation S Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Regulation S Global Certificate as described herein; provided, however, that if such exchange occurs prior to the Release Date, the transferee shall acquire an interest in a Regulation S Temporary Global Certificate only and shall be subject to all of the restrictions associated therewith described in Section 3.7(d). Following receipt of any Exchange Certification or request for transfer, as applicable, by the Certificate Registrar: (i) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates for which such exchange is to be made, and (ii) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates for which such exchange is to be made to increase the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor. The form of the Exchange Certification shall be available from the Certificate Registrar.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.10:6.12; (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A If and to the extent provided in ----------------------- any Supplement, the Investor Certificates and Class I Certificatesof any Series, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Transferor. The Class A Investor Certificates and Class I of such Series represented by Book-Entry Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner with respect to such Book-Entry Certificates will receive a definitive Definitive Certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 11.106.12. Unless and until definitivecertificated, fully ------------ registered Investor Certificates (the "Definitive Certificates") have been ----------------------- issued to Certificate Owners pursuant to Section 11.10:6.12: ------------ (i) the provisions provision of this Section 11.08 6.10 shall be in full force and ------------ effect; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict ------------ with any other provisions of this Agreement, the provisions of this Section 11.08 ------- 6.10 shall control; andand ---- (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers trnsfers ------------ among the Clearing Agency Participants and receive recieve and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Regular Certificates (other than the Class A Certificates and Class I B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, or its agent by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner of such Certificates will receive a definitive Certificate certificate representing such Certificate Owner's interest in the such Certificates, except as provided in Section 11.106.08. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to the Certificate Owners of such Certificates pursuant to Section 11.106.08: (ia) the provisions of this Section 11.08 shall be in full force and effect; (iib) the Depositor, the Servicer Securities Administrator and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives representative of the respective Certificate Owners (requests and directions from, and votes of, of such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificates; (iiic) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; andanother Depository; (ivd) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Depository Participants.; (e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;

Book-Entry Certificates. The Upon original issuance, the Class A Certificates and the Class I B Certificates, upon original issuanceother than the Class A Certificate representing the residual amount of the Original Class A Certificate Balance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01Seller. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 11.106.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners Class A Certificateholders or Class B Certificateholders pursuant to Section 11.106.10: (i) the provisions of this Section 11.08 6.8 shall be in full force and effect; (ii) the DepositorSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Certificate Registrar and the Trustee may deal with the Clearing Agency Agency, and the Clearing Agency Participants for all purposes of this Agreement (including the making of distributions on the CertificatesCertificates and the taking of actions by the Certificateholders) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.8 shall control; and; (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and (or to the extent Certificate Owners are not Clearing Agency Participants through the Clearing Agency Participants through which such Certificate Owners own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants. Pursuant , and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificate Owners in accordance with the procedures of the Clearing Agency; and (v) pursuant to the Depository Agreement, and unless and until Definitive Certificates are issued pursuant to Section 11.106.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency ParticipantsParticipants to the Certificate Owners or their nominees.

Book-Entry Certificates. The Class A Certificates and Class I If specified in any related ----------------------- Supplement, the Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, specified in such Supplement which shall be the initial Clearing Agency, specified by, or on behalf of, the Depositor, except Company for the residual amount Certificates described in Section 11.01such Series. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the such Clearing Agency, and no Certificate Owner Book-Entry Holder will receive a definitive Certificate certificate representing such Certificate OwnerBook- Entry Holder's interest in the Investor Certificates, except as provided in Section 11.105.14. Unless and until definitive, fully registered Investor ------------ Certificates ("Definitive Certificates") have been issued to Certificate Owners Investor ----------------------- Certificateholders pursuant to Section 11.10:5.14 or the related Supplement: ------------ (ia) the provisions of this Section 11.08 5.12 shall be in full force ------------ and effect; (iib) the Depositor, Master Servicer (or the Servicer Guarantor on behalf of the Master Servicer) and the Trustee may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives Investor Certificateholder without respect to whether there has been any actual authorization of such actions by the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made Book-Entry Holders with respect to different Certificate Owners)such actions; (iiic) to the extent that the provisions of this Section 11.08 5.12 ------------ conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.12 shall control; andand ------------ (ivd) the rights of Certificate Owners Book-Entry Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on amounts due in respect of the Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series, the Company and the Trustee receive a Tax Opinion.

Book-Entry Certificates. The Class A Certificates and Class I Certificates(other than a Certificate representing any residual portion of the Pool Balance as of the Cut-Off Date), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Book- Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, by the Seller or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01its behalf. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.106.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners Certificateholders pursuant to Section 11.106.10: (i) the provisions of this Section 11.08 6.8 shall be in full force and effect; (ii) the DepositorSeller, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates and the taking of actions by the Certificateholders) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.8 shall control; and; (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and (or to the extent Certificate Owners are not Clearing Agency Participants through the Clearing Agency Participants through which such Certificate Owners own Book-Entry Certificates) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant , and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Depository AgreementClearing Agency or its nominee, unless and until Definitive Certificates are issued as registered Holder of the Certificates, as the case may be, for distribution to Certificate Owners in accordance with the procedures of the Clearing Agency; and (v) pursuant to Section 11.10an agreement between the Clearing Agency and the Seller, the initial Clearing Agency will make bookBook-entry Entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency ParticipantsParticipants to the Certificate Owners or their nominees.

Book-Entry Certificates. The Class A Certificates and the Class I B Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing AgencyAgency (or a custodian therefor), by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and the Class I B Certificates delivered to The Depository Trust Company, shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner Certificateholder will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Class A Certificates or the Class B Certificates, except as provided in Section 11.10SECTION 10.11. Unless and until definitive, fully registered Certificates (the "Definitive CertificatesDEFINITIVE CERTIFICATES") have been issued to Certificate Owners Certificateholders pursuant to Section 11.10SECTION 10.11: (i) the provisions of this Section 11.08 SECTION 10.09 shall be in full force and effect; (ii) the Depositor, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Class A Certificates and the Class B Certificates) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificateholders; (iii) to the extent that the provisions of this Section 11.08 SECTION 10.09 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 SECTION 10.09 shall control; and; (iv) the rights of Certificate Owners Certificateholders shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners Certificateholders and the Clearing Agency and/or the Clearing Agency Participants and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to the beneficial owners of the Certificates in accordance with the procedures of the Clearing Agency. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10SECTION 10.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Class A Certificates and the Class B Certificates to such Clearing Agency Participants; and (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Holders evidencing a Fractional Interest, the Clearing Agency shall be deemed to represent such Fractional Interest only to the extent that it has received instructions to such effect from Certificateholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Certificates and has delivered such instructions to the Trustee. The Trustee shall have no obligation to ascertain whether the Clearing Agency has in fact received any such instructions.

Book-Entry Certificates. The Class A Regular Certificates (other than the Group I Non-Offered Certificates and Class I Group II Non-Offered Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, or its agent by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner of such Certificates will receive a definitive Certificate certificate representing such Certificate Owner's interest in the such Certificates, except as 115 provided in Section 11.106.08. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to the Certificate Owners of such Certificates pursuant to Section 11.106.08: (ia) the provisions of this Section 11.08 shall be in full force and effect; (iib) the Depositor, the Servicer Securities Administrator, the Certificate Registrar and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives representative of the respective Certificate Owners (requests and directions from, and votes of, of such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificates; (iiic) registration of the Book-Entry Certificates may not be transferred by the Certificate Registrar except to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; andanother Depository; (ivd) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Depository Participants.;

Book-Entry Certificates. The Class A Unless otherwise provided in any ----------------------- related Supplement, the Investor Certificates and Class I Certificates, of any Series upon original issuance, shall be issued in the form of a one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing AgencyAgency specified in the Supplement for such Series, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Seller. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 11.106.11. Unless and until definitive, fully registered ------------ Investor Certificates of any Series (the "Definitive Certificates") have ----------------------- been issued to Certificate Owners pursuant to Section 11.10Owners: (i) the provisions of this Section 11.08 6.9 shall be in full force and effect----------- effect with respect to each such Series; (ii) the DepositorSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the related Clearing Agency and the related Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.9 ----------- conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.9 shall controlcontrol with respect to each such Series; ----------- and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates are issued pursuant to Section 11.106.11, the ------------ initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Upon original issuance, the Class A Certificates and the Class I B Certificates, other than the Class A Certificate representing the residual amount of the Original Class A Certificate Balance and the Class B Certificate representing the residual amount of the Original Class B Certificate Balance, which shall be issued upon original issuancethe written order of Seller, shall be issued in the form of one or more typewritten Certificates representing the Book-Book Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Seller. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Definitive Certificate representing such Certificate Owner's ’s interest in the Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 11.105.10. Unless and until definitive, fully registered Certificates ("“Definitive Certificates"”) have been issued to Certificate Owners the Holders pursuant to Section 11.105.10: (ia) the provisions of this Section 11.08 5.8 shall be in full force and effect; (iib) the DepositorSeller, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates and the taking of actions by the Holders) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iiic) to the extent that the provisions of this Section 11.08 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.8 shall control; and; (ivd) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or and all references in this Agreement to actions by Holders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants. Pursuant , and all references in this Agreement to distributions, notices, reports and statements to Holders shall refer to distributions, notices, reports and statements to the Clearing Agency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency; and (e) pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency ParticipantsParticipants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of Certificates evidencing specified percentages of the aggregate outstanding principal balance of such Certificates, such direction or consent may be given by Certificate Owners having interests in the requisite percentage, acting through the Clearing Agency.

Book-Entry Certificates. The Class A Certificates and Class I If specified in any related Supplement, the Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, specified by, or on behalf of, the Depositor, except Company for the residual amount Certificates described in Section 11.01such Series. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the such Clearing Agency, and no Certificate Owner Book-Entry Holder will receive a definitive Certificate certificate representing such Certificate OwnerBook-Entry Holder's interest in the Investor Certificates, except as provided in Section 11.105.13. Unless and until definitive, fully registered Investor Certificates ("Definitive Certificates") have been issued to Certificate Owners Investor Certificateholders pursuant to Section 11.105.13 or the related Supplement: (ia) the provisions of this Section 11.08 5.11 shall be in full force and effect; (iib) the DepositorCompany, the Servicer Master Servicer, the Servicers and the Trustee may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes (including the making of Amended and Restated Pooling Agreement 94 distributions on the Investor Certificates) as the authorized representatives Investor Certificateholder without respect to whether there has been any actual authorization of such actions by the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made Book-Entry Holders with respect to different Certificate Owners)such actions; (iiic) to the extent that the provisions of this Section 11.08 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.11 shall control; and (ivd) the rights of Certificate Owners Book-Entry Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series, the Company and the Trustee receive an opinion of independent counsel that the Investor Certificates of such Class or Series will be treated as indebtedness for Federal income tax purposes.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class A-M, Class A-MFL, Class A-MA, Class A-J, Class A-JFL, Class A-JA, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class I S Certificates, upon original issuance, each shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Certificate Registrar, as custodian for The Depository Trust CompanyCompany (the "Depository"), the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount provided that any Non-Investment Grade Certificates described in Section 11.01sold to Institutional Accredited Investors who are not Qualified Institutional Buyers will be issued as Definitive Certificates. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the Depository, as the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.103.9. Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to the Certificate Owners pursuant to Section 11.103.9: (i) the provisions of this Section 11.08 3.7 shall be in full force and effecteffect with respect to each such Class; (ii) the Depositor, the Servicer Master Servicers, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 3.7 shall controlcontrol with respect to each such Class; and (iv) the rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the Clearing Agency applicable Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.103.9, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Certificates to such Participants. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificates, such direction or consent may be given by the Clearing Agency Participantsat the direction of Certificate Owners owning Certificates evidencing the requisite percentage of principal amount of Certificates. The Clearing Agency may take conflicting actions with respect to the Certificates to the extent that such actions are taken on behalf of the Certificate Owners. (c) The Certificates of each Class (other than the Residual Certificates) initially sold in reliance on Rule 144A or with respect to the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class A-M, Class A-MFL, Class A-MA, Class A-J, Class A-JFL, Class A-JA, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates sold to Institutional Accredited Investors shall be represented by the Rule 144A IAI Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates initially sold to Institutional Accredited Investors shall be represented by IAI Definitive Certificates for such Class. The Certificates evidenced by any Rule 144A IAI Global Certificate or IAI Definitive Certificate shall be subject to certain restrictions on transfer as set forth in Section 3.3 hereof and shall bear legend(s) regarding such restrictions described herein. (d) The Certificates of each Class (other than the Residual Certificates) initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Temporary Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Not earlier than the Release Date, beneficial interests in any Regulation S Temporary Global Certificate shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial interests in any Regulation S Temporary Global Certificate may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for interests in the Rule 144A IAI Global Certificate for such Class in accordance with the certification requirements described in Section 3.7(f). The Regulation S Permanent Global Certificates shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. On or prior to the Release Date and on or prior to any Distribution Date occurring prior to the Release Date, each Certificate Owner of a Regulation S Temporary Global Certificate that holds a beneficial interest therein on the Release Date or on any such Distribution Date, as the case may be, must deliver to Euroclear or Clearstream (as applicable) a Regulation S Certificate; provided, however, that any Certificate Owner that holds a beneficial interest in a Regulation S Temporary Global Certificate on the Release Date or on any such Distribution Date that has previously delivered a Regulation S Certificate to Euroclear or Clearstream with respect to its interest therein does not need to deliver any subsequent Regulation S Certificate (unless the certificate previously delivered is no longer true as of such subsequent date, and such Certificate Owner must promptly notify Euroclear or Clearstream, as applicable, thereof). Euroclear or Clearstream, as applicable, shall be required to promptly deliver to the Certificate Registrar a certificate substantially in the form of Exhibit I hereto to the effect that it has received the requisite Regulation S Certificates for each such Class, and no Certificate Owner (or transferee from any such Certificate Owner) shall be entitled to receive an interest in the Regulation S Permanent Global Certificate for such Class or any payment or principal or interest with respect to its interest in such Regulation S Temporary Global Certificate prior to the Certificate Registrar receiving such certification from Euroclear or Clearstream with respect to the portion of the Regulation S Temporary Global Certificate owned by such Certificate Owner (and, with respect to an interest in the applicable Regulation S Permanent Global Certificate, prior to the Release Date). After the Release Date, distributions due with respect to any beneficial interest in a Regulation S Temporary Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the related Regulation S Permanent Global Certificate is improperly withheld or refused. No interest in a Regulation S Global Certificate may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in the Rule 144A IAI Global Certificate for such Class as described in Section 3.7(f). (e) Except in the limited circumstances described below in Section 3.9, owners of beneficial interests in Global Certificates shall not be entitled to receive physical delivery of Definitive Certificates. The Certificates are not issuable in bearer form. Upon the issuance of each Global Certificate, the Depository or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Certificate to the accounts of Persons who have accounts with such Depository. Such accounts initially shall be designated by or on behalf of the Underwriters and Placement Agents. Ownership of beneficial interests in a Global Certificate shall be limited to Customers or Persons who hold interests directly or indirectly through Customers. Ownership of beneficial interests in the Global Certificates shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by the Depository or its nominee (with respect to interests of Customers) and the records of Customers (with respect to interests of Persons other than Customers). So long as the Depository, or its nominee, is the registered holder of a Global Certificate, the Depository or such nominee, as the case may be, shall be considered the sole owner and holder of the Certificates represented by such Global Certificate for all purposes under this Agreement and the Certificates, including, without limitation, obtaining consents and waivers thereunder, and the Trustee, the Paying Agent and the Certificate Registrar shall not be affected by any notice to the contrary. Except under the circumstance described in Section 3.9, owners of beneficial interests in a Global Certificate will not be entitled to have any portions of such Global Certificate registered in their names, will not receive or be entitled to receive physical delivery of Definitive Certificates in certificated form and shall not be considered the owners or holders of the Global Certificate (or any Certificates represented thereby) under this Agreement or the Certificates. In addition, no Certificate Owner of an interest in a Global Certificate shall be able to transfer that interest except in accordance with the Depository's applicable procedures (in addition to those under this Agreement and, if applicable, those of Euroclear and Clearstream). (f) Any holder of an interest in a Regulation S Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, Euroclear or Clearstream, as applicable, and the Depository, in the form of an Exchange Certification (substantially in the form of Exhibit H attached hereto), to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A IAI Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Rule 144A IAI Global Certificate as described herein; provided, however, that no Exchange Certification shall be required if any such exchange occurs after the Release Date. Any holder of an interest in the Rule 144A IAI Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, the Depository and Euroclear or Clearstream, as applicable, in the form of an Exchange Certification, to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Regulation S Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Regulation S Global Certificate as described herein; provided, however, that if such exchange occurs prior to the Release Date, the transferee shall acquire an interest in a Regulation S Temporary Global Certificate only and shall be subject to all of the restrictions associated therewith described in Section 3.7(d). Following receipt of any Exchange Certification or request for transfer, as applicable, by the Certificate Registrar: (i) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates for which such exchange is to be made, and (ii) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates for which such exchange is to be made to increase the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor. The form of the Exchange Certification shall be available from the Certificate Registrar.

Book-Entry Certificates. The Class A Unless otherwise provided in any ----------------------- related Supplement, the Investor Certificates and Class I Certificates, of any Series upon original issuance, shall be issued in the form of a one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing AgencyAgency specified in the Supplement for such Series, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Seller. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 11.106.11. Unless and until definitive, fully registered ------------ Investor Certificates of any Series (the "Definitive Certificates") have ----------------------- been issued to Certificate Owners pursuant to Section 11.10Owners: (i) the provisions of this Section 11.08 6.9 shall be in full force ----------- and effecteffect with respect to each such Series; (ii) the DepositorSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the related Clearing Agency and the related Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.9 ----------- conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.9 shall controlcontrol with respect to each such Series; ----------- and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates are issued pursuant to Section 11.106.11, the ------------ initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise specified in ----------------------- the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing AgencyDepository, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 11.106.10 hereof. Unless and until definitive, fully registered Investor Certificates ("Definitive ---------- Certificates") have been issued to the applicable Certificate Owners pursuant to ------------ Section 11.106.10 hereof or as otherwise specified in any such Supplement: (ia) the provisions of this Section 11.08 6.08 shall be in full force and effect; (iib) the Depositor, the Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different respective Certificate Owners); (iiic) to the extent that the provisions of this Section 11.08 6.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.08 shall control; and (ivd) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.10 hereof, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-1A, Class A-2, Class A-3-1FL, Class A-3-1, Class A-3-2, Class A-AB, Class A-▇▇, ▇▇▇▇▇ ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class I [P] Certificates, upon original issuance, each shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Certificate Registrar, as custodian for The Depository Trust CompanyCompany (the “Depository”), the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount provided that any Non-Investment Grade Certificates described in Section 11.01sold to Institutional Accredited Investors who are not Qualified Institutional Buyers will be issued as Definitive Certificates. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the Depository, as the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the Certificates, except as provided in Section 11.103.9. Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to the Certificate Owners pursuant to Section 11.103.9: (i) the provisions of this Section 11.08 3.7 shall be in full force and effecteffect with respect to each such Class; (ii) the Depositor, the Servicer Master Servicer, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 3.7 shall controlcontrol with respect to each such Class; and (iv) the rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the Clearing Agency applicable Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.103.9, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Certificates to such Participants. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificates, such direction or consent may be given by the Clearing Agency Participantsat the direction of Certificate Owners owning Certificates evidencing the requisite percentage of principal amount of Certificates. The Clearing Agency may take conflicting actions with respect to the Certificates to the extent that such actions are taken on behalf of the Certificate Owners. (c) The Certificates of each Class (other than the Residual Certificates) initially sold in reliance on Rule 144A or with respect to the Class [A-1], Class [A-1A], Class [A-2], Class [A-3-1FL], Class [A-3-1], Class [A-3-2], Class [A-AB], Class [A-4A], Class [A-4B], Class [A-J], Class [B], Class [C], Class [D], Class [E], Class [F], Class [G] and Class [H] Certificates sold to Institutional Accredited Investors shall be represented by the Rule 144A IAI Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Class [J], Class [K], Class [L], Class [M], Class [N], Class [O] and Class [P] Certificates initially sold to Institutional Accredited Investors shall be represented by IAI Definitive Certificates for such Class. The Certificates evidenced by any Rule 144A IAI Global Certificate or IAI Definitive Certificate shall be subject to certain restrictions on transfer as set forth in Section 3.3 hereof and shall bear legend(s) regarding such restrictions described herein. (d) The Certificates of each Class (other than the Residual Certificates) initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Temporary Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Not earlier than the Release Date, beneficial interests in any Regulation S Temporary Global Certificate shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial interests in any Regulation S Temporary Global Certificate may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for interests in the Rule 144A IAI Global Certificate for such Class in accordance with the certification requirements described in Section 3.7(f). The Regulation S Permanent Global Certificates shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. On or prior to the Release Date and on or prior to any Distribution Date occurring prior to the Release Date, each Certificate Owner of a Regulation S Temporary Global Certificate that holds a beneficial interest therein on the Release Date or on any such Distribution Date, as the case may be, must deliver to Euroclear or Clearstream (as applicable) a Regulation S Certificate; provided, however, that any Certificate Owner that holds a beneficial interest in a Regulation S Temporary Global Certificate on the Release Date or on any such Distribution Date that has previously delivered a Regulation S Certificate to Euroclear or Clearstream with respect to its interest therein does not need to deliver any subsequent Regulation S Certificate (unless the certificate previously delivered is no longer true as of such subsequent date, and such Certificate Owner must promptly notify Euroclear or Clearstream, as applicable, thereof). Euroclear or Clearstream, as applicable, shall be required to promptly deliver to the Certificate Registrar a certificate substantially in the form of Exhibit H hereto to the effect that it has received the requisite Regulation S Certificates for each such Class, and no Certificate Owner (or transferee from any such Certificate Owner) shall be entitled to receive an interest in the Regulation S Permanent Global Certificate for such Class or any payment or principal or interest with respect to its interest in such Regulation S Temporary Global Certificate prior to the Certificate Registrar receiving such certification from Euroclear or Clearstream with respect to the portion of the Regulation S Temporary Global Certificate owned by such Certificate Owner (and, with respect to an interest in the applicable Regulation S Permanent Global Certificate, prior to the Release Date). After the Release Date, distributions due with respect to any beneficial interest in a Regulation S Temporary Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the related Regulation S Permanent Global Certificate is improperly withheld or refused. No interest in a Regulation S Global Certificate may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in the Rule 144A IAI Global Certificate for such Class as described in Section 3.7(f). (e) Except in the limited circumstances described below in Section 3.9, owners of beneficial interests in Global Certificates shall not be entitled to receive physical delivery of Definitive Certificates. The Certificates are not issuable in bearer form. Upon the issuance of each Global Certificate, the Depository or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Certificate to the accounts of Persons who have accounts with such Depository. Such accounts initially shall be designated by or on behalf of the Underwriters and Placement Agents. Ownership of beneficial interests in a Global Certificate shall be limited to Customers or Persons who hold interests directly or indirectly through Customers. Ownership of beneficial interests in the Global Certificates shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by the Depository or its nominee (with respect to interests of Customers) and the records of Customers (with respect to interests of Persons other than Customers). So long as the Depository, or its nominee, is the registered holder of a Global Certificate, the Depository or such nominee, as the case may be, shall be considered the sole owner and holder of the Certificates represented by such Global Certificate for all purposes under this Agreement and the Certificates, including, without limitation, obtaining consents and waivers thereunder, and the Trustee, the Paying Agent and the Certificate Registrar shall not be affected by any notice to the contrary. Except under the circumstance described in Section 3.9, owners of beneficial interests in a Global Certificate will not be entitled to have any portions of such Global Certificate registered in their names, will not receive or be entitled to receive physical delivery of Definitive Certificates in certificated form and shall not be considered the owners or holders of the Global Certificate (or any Certificates represented thereby) under this Agreement or the Certificates. In addition, no Certificate Owner of an interest in a Global Certificate shall be able to transfer that interest except in accordance with the Depository’s applicable procedures (in addition to those under this Agreement and, if applicable, those of Euroclear and Clearstream). (f) Any holder of an interest in a Regulation S Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, Euroclear or Clearstream, as applicable, and the Depository, in the form of an Exchange Certification (substantially in the form of Exhibit G attached hereto), to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A IAI Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Rule 144A IAI Global Certificate as described herein; provided, however, that no Exchange Certification shall be required if any such exchange occurs after the Release Date. Any holder of an interest in the Rule 144A IAI Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, the Depository and Euroclear or Clearstream, as applicable, in the form of an Exchange Certification, to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Regulation S Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Regulation S Global Certificate as described herein; provided, however, that if such exchange occurs prior to the Release Date, the transferee shall acquire an interest in a Regulation S Temporary Global Certificate only and shall be subject to all of the restrictions associated therewith described in Section 3.7(d). Following receipt of any Exchange Certification or request for transfer, as applicable, by the Certificate Registrar: (i) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates for which such exchange is to be made, and (ii) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates for which such exchange is to be made to increase the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor. The form of the Exchange Certification shall be available from the Certificate Registrar.

Book-Entry Certificates. The Class A Certificates and Class I (a) Unless otherwise provided in the applicable Series Supplement, the Investor Certificates, upon original issuance, shall be issued in fully registered form, in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on the behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Sellers. The Class A Certificates and Class I Investor Certificates shall initially be registered on in the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, or any successor nominee designated by The Depository Trust Company or any successor Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the Investor Certificates, except as provided in Section 11.106.02(c). Unless and until definitive, fully registered Investor Certificates ("“Definitive Certificates"”) have been issued to Certificate Owners the beneficial owners of the Investor Certificates pursuant to Section 11.10:6.02(c): (i) the provisions of this Section 11.08 6.02(a) shall be in full force and effect; (ii) the Depositorany Seller, the Master Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.02 (a) conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.02(a) shall control; and (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.02(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. (a) The Class A A-X, Class A-SP, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and Class M Certificates and the Class I Certificates622 Participation Certificates shall, upon original issuancein the case of each Class thereof, shall initially be issued in (and, at the form option of the Depositor, subsequent to the Closing Date, all or any portion of any other Class of Certificates may be issued) as one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in Section 11.105.02(b) or Section 5.03(c), transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and, subject to Section 5.02, transfer their respective Ownership Interests in and until definitiveto such Certificates through the book-entry facilities of the Depository; and, except as provided in Section 5.02(b) or Section 5.03(c) below, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant to Section 11.10:of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or indirect participating brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of indirect participating brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (ib) Except as expressly provided to the provisions of this Section 11.08 shall be in full force and effect; (ii) contrary herein, the Depositor, the Servicer Master Servicers, the Special Servicers, the Trustee, any Fiscal Agent and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreementcontrary herein, the provisions of this Section 11.08 shall control; and (iv) the rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and indirect participating brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreementof such record date. (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities with respect to any Class of Book-Entry Certificates, unless and until (B) the Depositor is unable to locate a qualified successor, (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to all or any portion of any Class of Book-Entry Certificates, or (iii) the Trustee determines that Definitive Certificates are issued pursuant required because the Trustee has instituted or has been directed to Section 11.10institute judicial proceedings in a court to enforce the right of the Certificateholders and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of those Certificates evidenced by Book-Entry Certificates, the initial Clearing Agency will make book-entry transfers among Certificate Registrar shall notify all affected Certificate Owners, through the Clearing Agency Participants Depository, of the occurrence of any such event and receive and transmit distributions of principal and interest on the availability of Definitive Certificates to such Clearing Agency ParticipantsCertificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry Certificates (or any portion of any Class thereof) by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the Definitive Certificates in respect of such Class (or portion thereof) to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicers, the Special Servicers, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Book-Entry Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.

Book-Entry Certificates. The Class A Certificates and Class I If specified in any related Supplement, the Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, specified by, or on behalf of, the Depositor, except Company for the residual amount Certificates described in Section 11.01such Series. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the such Clearing Agency, and no Certificate Owner Book-Entry Holder will receive a definitive Certificate certificate representing such 83 Pooling Agreement Certificate OwnerBook-Entry Holder's interest in the Investor Certificates, except as provided in Section 11.105.13. Unless and until definitive, fully registered Investor Certificates ("Definitive Certificates") have been issued to Certificate Owners Investor Certificateholders pursuant to Section 11.105.13 or the related Supplement: (ia) the provisions of this Section 11.08 5.11 shall be in full force and effect; (iib) the DepositorCompany, the Servicer and the Trustee may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives Investor Certificateholder without respect to whether there has been any actual authorization of such actions by the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made Book-Entry Holders with respect to different Certificate Owners)such actions; (iiic) to the extent that the provisions of this Section 11.08 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.11 shall control; and (ivd) the rights of Certificate Owners Book-Entry Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series, the Company and the Trustee receive an opinion of independent counsel that the Investor Certificates of such Class or Series will be treated as indebtedness for United States federal income tax purposes.

Book-Entry Certificates. (a) The Class A Certificates A-X, Class A-Y, Class A-CP, Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class I CertificatesL Certificates shall, upon original issuancein the case of each Class thereof, shall initially be issued in (and, at the form option of the Depositor, subsequent to the Closing Date, all or any portion of any other Class of Certificates may be issued) as one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the Depositary or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in Section 11.105.02(b) or Section 5.03(c), transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depositary that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and, subject to Section 5.02, transfer their respective Ownership Interests in and until definitiveto such Certificates through the book-entry facilities of the Depositary and, except as provided in Section 5.02(b) or Section 5.03(c) below, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant to Section 11.10:of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the -194- procedures established by the Depositary Participant or indirect participating brokerage firm representing each such Certificate Owner. Each Depositary Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of indirect participating brokerage firms for which it acts as agent in accordance with the Depositary's normal procedures. (ib) Except as expressly provided to the provisions of this Section 11.08 shall be in full force and effect; (ii) contrary herein, the Depositor, each Master Servicer, each Special Servicer, the Servicer Trustee, any Fiscal Agent and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depositary as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreementcontrary herein, the provisions of this Section 11.08 shall control; and (iv) the rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depositary Participants and indirect participating brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepositary as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository AgreementDepositary of such record date. (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depositary is no longer willing or able to discharge properly its responsibilities with respect to any Class of Book-Entry Certificates, unless and until Definitive Certificates are issued pursuant (B) the Depositor is unable to Section 11.10locate a qualified successor, or (ii) the initial Clearing Agency will make Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry transfers among system through the Clearing Agency Participants Depositary with respect to all or any portion of any Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depositary, of the occurrence of any such event and receive and transmit distributions of principal and interest on the availability of Definitive Certificates to such Clearing Agency ParticipantsCertificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry Certificates (or any portion of any Class thereof) by the Depositary, accompanied by registration instructions from the Depositary for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the Definitive Certificates in respect of such Class (or portion thereof) to the Certificate Owners identified in such instructions. None of the Depositor, either Master Servicer, either Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Book-Entry Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, by, Agency by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Certificate Series. The Class A Investor Certificates and Class I Certificates shall of each Certificate Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no . No Certificate Owner will shall receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Certificate Series ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Certificate Series; (ii) the DepositorSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Certificate Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Certificate Series; and (iv) the rights of Certificate Owners of each such Certificate Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Certificate Series, unless and until Definitive Certificates of such Certificate Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I If specified in any related Supplement, the Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, specified by, or on behalf of, the Depositor, except Company for the residual amount Certificates described in Section 11.01such Series. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the such Clearing Agency, and no Certificate Owner Book-Entry Holder will receive a definitive Certificate certificate representing such Certificate OwnerBook-Entry Holder's interest in the Investor Certificates, except as provided in Section 11.105.13. Unless and until definitive, fully registered Investor Certificates ("Definitive Certificates") have been issued to Certificate Owners Holders pursuant to Section 11.105.13 or the related Supplement: (ia) the provisions of this Section 11.08 5.11 shall be in full force and effect; (iib) the DepositorCompany, the Servicer and the Trustee may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives Holder without respect to whether there has been any actual authorization of such actions by the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made Book-Entry Holders with respect to different Certificate Owners)such actions; (iiic) to the extent that the provisions of this Section 11.08 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.11 shall control; and (ivd) the rights of Certificate Owners Book-Entry Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series the Company and the Trustee receive an opinion of independent counsel that the Certificates of such Class or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the “Depository”) which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("“Definitive Certificates"”) have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; andand‌ (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. (a) The Class A Certificates A-X, Class A-SP, Class A-1, Class A-2, Class A-3, Class B, Class C-1, Class C-2, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class I CertificatesO Certificates shall, upon original issuancein the case of each Class thereof, shall initially be issued in (and, at the form option of the Depositor, subsequent to the Closing Date, all or any portion of any other Class of Certificates may be issued) as one or more typewritten Certificates registered in the name of the Depositary or its nominee and, except as provided in SECTION 5.02(b) or SECTION 5.03(c), transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depositary that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and, subject to SECTION 5.02, transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depositary; and, except as provided in SECTION 5.02(b) or SECTION 5.03(c) below, such Certificate Owners shall not be entitled to fully registered, physical Certificates ("DEFINITIVE CERTIFICATES") in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depositary Participant or indirect participating brokerage firm representing each such Certificate Owner. Each Depositary Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of indirect participating brokerage firms for which it acts as agent in accordance with the Depositary's normal procedures. (b) Except as expressly provided to the contrary herein, the Depositor, each Master Servicer, each Special Servicer, the Trustee, any Fiscal Agent and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.10: (i) the provisions of this Section 11.08 shall be in full force and effect; (ii) the Depositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) Depositary as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreementcontrary herein, the provisions of this Section 11.08 shall control; and (iv) the rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depositary Participants and indirect participating brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepositary as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository AgreementDepositary of such record date. (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depositary is no longer willing or able to discharge properly its responsibilities with respect to any Class of Book-Entry Certificates, unless and until Definitive Certificates are issued pursuant (B) the Depositor is unable to Section 11.10locate a qualified successor, or (ii) the initial Clearing Agency will make Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry transfers among system through the Clearing Agency Participants Depositary with respect to all or any portion of any Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depositary, of the occurrence of any such event and receive and transmit distributions of principal and interest on the availability of Definitive Certificates to such Clearing Agency ParticipantsCertificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry Certificates (or any portion of any Class thereof) by the Depositary, accompanied by registration instructions from the Depositary for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the Definitive Certificates in respect of such Class (or portion thereof) to the Certificate Owners identified in such instructions. None of the -212- Depositor, either Master Servicer, either Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Book-Entry Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.

Book-Entry Certificates. The (a) Notwithstanding the foregoing, the Class A Certificates A-1, Class A-2, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class I O Certificates, upon original issuance, each shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Certificate Registrar, as custodian for The Depository Trust CompanyCompany (the "Depository"), the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the Depository, as the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.103.9. Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to the Certificate Owners pursuant to Section 11.103.9: (i) the provisions of this Section 11.08 3.7 shall be in full force and effecteffect with respect to each such Class; (ii) the Depositor, the Servicer Master Servicer, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 3.7 shall controlcontrol with respect to each such Class; and (iv) the rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the Clearing Agency applicable Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.103.9, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Participants. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Certificates evidencing a

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Book‑Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the “Depository”) which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("“Definitive Certificates"”) have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry book‑entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I If specified in any related Supplement, the Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Companyspecified in such Supplement, which shall be the initial Clearing Agency, specified by, or on behalf of, the Depositor, except Company for the residual amount Certificates described in Section 11.01such Series. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the such Clearing Agency, and no Certificate Owner Book-Entry Holder will receive a definitive Certificate certificate representing such Certificate OwnerBook-Entry Holder's interest in the Investor Certificates, except as provided in Section 11.105.13 hereof. Unless and until definitive, fully registered Investor Certificates ("Definitive Certificates") have been issued to Certificate Owners Investor Certificateholders pursuant to Section 11.105.13 or the related Supplement: (ia) the provisions of this Section 11.08 5.11 shall be in full force and effect; (iib) the DepositorCompany, the Master Servicer, each Servicer and the Trustee may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives Investor Certificateholder without respect to whether there has been any actual authorization of such actions by the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made Book-Entry Holders with respect to different Certificate Owners)such actions; (iiic) to the extent that the provisions of this Section 11.08 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.11 shall control; and (ivd) the rights of Certificate Owners Book-Entry Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series, the Company and the Trustee receive a Tax Opinion.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depositary specified in such Supplement (the "Depositary") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Definitive Certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor s of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of Investor Certificates of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementDepositary Agreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-3, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I XW Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in Section 11.10subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to Section 11.10:the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar and DTC of its intent to terminate the book-entry transfers among system through DTC and, upon receipt of notice of such intent from DTC, the Clearing Agency Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and receive the Certificate Registrar shall authenticate and transmit distributions deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of principal the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Certificate Registrar's office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (g) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Clearing Agency ParticipantsClass in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Book‑Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry book‑entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Unless the Holder thereof requests that Class A Certificates and be delivered in definitive, fully registered form ("Definitive Certificates"), the Class I A Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01Trust. The Class A Certificates and Class I Book-Entry Certificates shall initially be registered initially on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in . With respect to the Book-Entry Certificates, except as provided in Section 11.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.10: (i1) the provisions of this Section 11.08 shall be in full force and effect; (ii2) the Depositor, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Book-Entry Certificates) as the authorized representatives sole Holder of such Book-Entry Certificates and shall have no obligation to the related Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Owner; (iii3) to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and; (iv4) the rights of such Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant Participants pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the . The initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Certificates to such Clearing Agency Participants; and (5) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions in writing to the Trustee. Neither the Trustee nor the Certificate Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Certificate an interest in which is transferable through the facilities of the Depository.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class XC and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I XP Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in subsection (c) of this Section 11.105.03, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) of this Section 5.03, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to Section 11.10:the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar and DTC of its intent to terminate the book-entry transfers among system through DTC and, upon receipt of notice of such intent from DTC, the Clearing Agency Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and receive the Certificate Registrar shall authenticate and transmit distributions deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of principal the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Certificate Registrar's office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (g) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Clearing Agency ParticipantsClass in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-1A, Class A-2, Class A-3-1FL, Class A-3-1, Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class A-J, Class X-1, Class X-2, Class B, Class C, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class I [P] Certificates, upon original issuance, each shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Certificate Registrar, as custodian for The Depository Trust CompanyCompany (the "Depository"), the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount provided that any Non-Investment Grade Certificates described in Section 11.01sold to Institutional Accredited Investors who are not Qualified Institutional Buyers will be issued as Definitive Certificates. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the Depository, as the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.103.9. Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to the Certificate Owners pursuant to Section 11.103.9: (i) the provisions of this Section 11.08 3.7 shall be in full force and effecteffect with respect to each such Class; (ii) the Depositor, the Servicer Master Servicer, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 3.7 shall controlcontrol with respect to each such Class; and (iv) the rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the Clearing Agency applicable Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.103.9, the initial Clearing Agency will -105- make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Certificates to such Participants. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificates, such direction or consent may be given by the Clearing Agency Participantsat the direction of Certificate Owners owning Certificates evidencing the requisite percentage of principal amount of Certificates. The Clearing Agency may take conflicting actions with respect to the Certificates to the extent that such actions are taken on behalf of the Certificate Owners. (d) The Certificates of each Class (other than the Residual Certificates) initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Temporary Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Not earlier than the Release Date, beneficial interests in any Regulation S Temporary Global Certificate shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial interests in any Regulation S Temporary Global Certificate may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for interests in the Rule 144A IAI Global Certificate for such Class in accordance with the certification requirements described in Section 3.7(f). The Regulation S Permanent Global Certificates shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. On or prior to the Release Date and on or prior to any Distribution Date occurring prior to the Release Date, each Certificate Owner of a Regulation S Temporary Global Certificate that holds a beneficial interest therein on the Release Date or on any such Distribution Date, as the case may be, must deliver to Euroclear or Clearstream (as applicable) a Regulation S Certificate; provided, however, that any Certificate Owner that holds a beneficial interest in a Regulation S Temporary Global Certificate on the Release Date or on any such Distribution Date that has previously delivered a Regulation S Certificate to Euroclear or Clearstream with respect to its interest therein does not need to deliver any subsequent Regulation S Certificate (unless the -106- certificate previously delivered is no longer true as of such subsequent date, and such Certificate Owner must promptly notify Euroclear or Clearstream, as applicable, thereof). Euroclear or Clearstream, as applicable, shall be required to promptly deliver to the Certificate Registrar a certificate substantially in the form of Exhibit H hereto to the effect that it has received the requisite Regulation S Certificates for each such Class, and no Certificate Owner (or transferee from any such Certificate Owner) shall be entitled to receive an interest in the Regulation S Permanent Global Certificate for such Class or any payment or principal or interest with respect to its interest in such Regulation S Temporary Global Certificate prior to the Certificate Registrar receiving such certification from Euroclear or Clearstream with respect to the portion of the Regulation S Temporary Global Certificate owned by such Certificate Owner (and, with respect to an interest in the applicable Regulation S Permanent Global Certificate, prior to the Release Date). After the Release Date, distributions due with respect to any beneficial interest in a Regulation S Temporary Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the related Regulation S Permanent Global Certificate is improperly withheld or refused. No interest in a Regulation S Global Certificate may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in the Rule 144A IAI Global Certificate for such Class as described in Section 3.7(f). (e) Except in the limited circumstances described below in Section 3.9, owners of beneficial interests in Global Certificates shall not be entitled to receive physical delivery of Definitive Certificates. The Certificates are not issuable in bearer form. Upon the issuance of each Global Certificate, the Depository or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Certificate to the accounts of Persons who have accounts with such Depository. Such accounts initially shall be designated by or on behalf of the Underwriters and Placement Agents. Ownership of beneficial interests in a Global Certificate shall be limited to Customers or Persons who hold interests directly or indirectly through Customers. Ownership of beneficial interests in the Global Certificates shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by the Depository or its nominee (with respect to interests of Customers) and the records of Customers (with respect to interests of Persons other than Customers). So long as the Depository, or its nominee, is the registered holder of a Global Certificate, the Depository or such nominee, as the case may be, shall be considered the sole owner and holder of the Certificates represented by such Global Certificate for all purposes under this Agreement and the Certificates, including, without limitation, obtaining consents and waivers thereunder, and the Trustee, the Paying Agent and the Certificate Registrar shall not be affected by any notice to the contrary. Except under the circumstance described in Section 3.9, owners of beneficial interests in a Global Certificate will not be entitled to have any portions of such Global Certificate registered in their names, will not receive or be entitled to receive physical delivery of Definitive Certificates in certificated form and shall not be considered the owners or holders of the Global Certificate (or any Certificates represented thereby) under this Agreement or the Certificates. In addition, no Certificate Owner of an interest in a Global Certificate shall be able to transfer that interest except in accordance with the Depository's applicable procedures (in addition to those under this Agreement and, if applicable, those of Euroclear and Clearstream). (f) Any holder of an interest in a Regulation S Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, Euroclear or Clearstream, as applicable, and the Depository, in the form of an Exchange Certification (substantially in the form of Exhibit G attached hereto), to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A IAI Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Rule 144A IAI Global Certificate as described herein; provided, however, that no Exchange Certification shall be required if any such exchange occurs after the Release Date. Any holder of an interest in the Rule 144A IAI Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, the Depository and Euroclear or Clearstream, as applicable, in the form of an Exchange Certification, to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Regulation S Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Regulation S Global Certificate as described herein; provided, however, that if such exchange occurs prior to the Release Date, the transferee shall acquire an interest in a Regulation S Temporary Global Certificate only and shall be subject to all of the restrictions associated therewith described in Section 3.7(d). Following receipt of any Exchange Certification or request for transfer, as applicable, by the Certificate Registrar: (i) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates for which such exchange is to be made, and (ii) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates for which such exchange is to be made to increase the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor. The form of the Exchange Certification shall be available from the Certificate Registrar.

Book-Entry Certificates. The Class A Certificates and Class I (a) Each of the Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates Exhibit A hereto, representing the Book-Entry Certificates, to be delivered to The Depository Trust Companythe Owner Trustee, as agent for the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Trust. The Class A Book-Entry Certificates shall be issued in an aggregate nominal principal amount of $1,000, and Class I all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum principal amount of $1,100 and integral multiples of $1 in excess thereof. The Trust shall not issue any Certificate that would cause the aggregate nominal principal amount of all Certificates to exceed $100,000, or 100 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Basic Documents shall be deemed to reduce the nominal principal amount of any Certificate prior to payment in full of all Notes; provided, however, that the final aggregate $100,000 distributed to the Certificateholders under the Basic Documents upon final distribution of the Trust Estate and termination of the Trust pursuant to Section 7.1 shall be deemed to repay the aggregate nominal principal amount of the Certificates in full; and provided, further, that any failure to pay in full the nominal principal amount of a Certificate on such final distribution date shall not result in any recourse to, claim against or liability of any Person for such shortfall. Any amounts payable to the Certificateholders on or in respect of the Certificates under the Basic Documents shall be paid and allocated to the various Certificateholders ratably based on their respective Percentage Interests. Such Certificates shall initially be registered on the Certificate Register in the name of CEDE Certificate Depository (initially, Cede & Co., the nominee of the Clearing Agency), and no Certificate Owner will shall receive a definitive Definitive Certificate representing such Certificate Owner's ’s interest in the Certificatessuch Certificate, except as provided in Section 11.103.12. Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to Certificate Owners the applicable Certificateholders pursuant to Section 11.103.12: (i) the provisions of this Section 11.08 shall be in full force and effect; (ii) the DepositorCertificate Registrar, the Servicer Paying Agent and the Owner Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement (including the making payment of distributions on amounts payable under the CertificatesBasic Documents and the giving of instructions or directions hereunder) as the authorized representatives of sole Certificateholders, and shall have no obligation to the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and; (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.103.12, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on payments due under the Basic Documents with regard to the Certificates to such Clearing Agency Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Certificates; (vi) owners of a beneficial interest in a Book-Entry Certificate shall not be entitled to have any portion of a Book-Entry Certificate registered in their names and shall not be considered to be the Certificateholders of any Book-Entry Certificates under this Trust Agreement; and (vii) payments on a Book-Entry Certificate shall be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Trust, the Owner Trustee or the Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. (b) Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.4. Subject to Section 3.4, transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee. (c) In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.12, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Trust and the Owner Trustee. (d) The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. (e) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. The Certificates shall be issued in fully-registered form in the minimum denomination of a 1.10% Percentage Interest. (f) The terms of the Certificates set forth in Exhibit A shall form part of this Agreement. Certificate Owners, by their acceptance of a beneficial interest in a Certificate, shall be deemed to have made the representations and agreements set forth in Exhibit A. Each transferee of a beneficial interest in a Certificate shall deliver an undertaking letter in the form attached hereto as Exhibit C to the Owner Trustee and the Depositor.

Book-Entry Certificates. The Class A If and to the extent provided in any ----------------------- Supplement, the Investor Certificates and Class I Certificatesof any Series, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Transferor. The Class A Investor Certificates and Class I of such Series represented by Book-Entry Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner with respect to such Book-Entry Certificates will receive a definitive Definitive Certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 11.106.12. Unless and until definitivecertificated, fully ------------ registered Investor Certificates (the "Definitive Certificates") have been ----------------------- issued to Certificate Owners pursuant to Section 11.10:6.12: ------------ (i) the provisions provision of this Section 11.08 6.10 shall be in full force and ------------ effect; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict ------------ with any other provisions of this Agreement, the provisions of this Section 11.08 ------- 6.10 shall control; andand ---- (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 11.10------- 6.12, the initial Clearing Agency will make book-entry transfers among the ---- Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-4BF, Class A-1A, Class A-SM, Class A-M, Class A-J, Class X▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class I Certificates, upon original issuance, S Certificates shall initially be issued in the form of as one or more typewritten Certificates registered in the name of the Depository or its nominee and, except as provided in subsection (c) of this Section 5.03, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) of this Section 5.03, shall not be entitled to fully registered, physical Certificates (each a "Definitive Certificate") in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. None of the Certificate Registrar, the Trustee or the Certificate Administrator shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (b) The Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.10: (i) the provisions of this Section 11.08 shall be in full force and effect; (ii) the Depositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee or the Certificate Administrator). (c) If (i)(A) the Depositor advises the Certificate Administrator and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Certificate Administrator, the Certificate Registrar and DTC of its intent to terminate the book-entry transfers among system through DTC and, upon receipt of notice of such intent from DTC, the Clearing Agency Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Certificate Administrator shall execute, and receive the Certificate Registrar shall authenticate and transmit distributions deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of principal the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Certificate Registrar's office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (g) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Clearing Agency ParticipantsClass in fully registered form without interest coupons, which will be deposited with the Certificate Administrator and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-1A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class M, Class N, Class O, Class P, Class X, Class CC-A, Class CC-B, Class CC-C, Class CC-D, Class CC-E, Class CC-F, Class SS-A, Class SS-B, Class SS-C, Class SS-D, Class UH-A, Class UH-B, Class UH-C, Class UH-D, Class UH-E, Class UH-F, Class UH-G, Class UH-H and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the BookUH-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I J Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in Section 11.10subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to Section 11.10:monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreementof such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, unless the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and until the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar and DTC of its intent to terminate the book entry system through DTC and, upon receipt of notice of such intent from DTC, the Depository Participants holding beneficial interests in the Book Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates are issued to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to Section 11.10the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the initial Clearing Agency will make bookCertificate Registrar shall endorse on a schedule affixed to the related Book-entry transfers among the Clearing Agency Participants and receive and transmit distributions Entry Certificate (or on a continuation of principal and interest on the Certificates such schedule affixed to such Clearing Agency ParticipantsBook-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Book-Entry Certificates. The Regular Certificates (other than the Class A Certificates and Class I CE Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner of such Certificates will receive a definitive Certificate certificate representing such Certificate Owner's interest in the such Certificates, except as provided in Section 11.106.08. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to the Certificate Owners of such Certificates pursuant to Section 11.106.08: (ia) the provisions of this Section 11.08 shall be in full force and effect; (iib) the Depositor, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives representative of the respective Certificate Owners (requests and directions from, and votes of, of such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificates; (iiic) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; andanother Depository; (ivd) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Depository Participants.;

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form form, of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Transferor. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyAgency or its nominee, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates ("Definitive Certificates") have been issued to the applicable Certificate Owners pursuant to Section 11.106.12 or as otherwise specified in any such Supplement: (ia) the provisions of this Section 11.08 6.10 shall be in full force and effect; (iib) the DepositorTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different respective Certificate Owners); (iiic) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall control; and (ivd) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.

Book-Entry Certificates. The Class A Certificates and Class I Book-Entry Certificates, upon original issuance, shall be issued in the form of one typewritten Certificate (or more typewritten Certificates representing than one, if required by the Book-Entry Depository) for each Class of such Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner of such Certificates will receive a definitive Certificate certificate representing such Certificate Owner's interest in the such Certificates, except as provided in Section 11.105.08. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to the Certificate Owners of such Certificates pursuant to Section 11.105.08: (ia) the provisions of this Section 11.08 shall be in full force and effect; (iib) the Depositor, the Sellers, the Master Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives representative of the respective Certificate Owners (requests and directions from, and votes of, of such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificates; (iiic) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; andanother Depository; (ivd) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.105.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Depository Participants.; (e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;

Book-Entry Certificates. The Regular Certificates (other than the Class A Certificates and Class I B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, or its agent by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner of such Certificates will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the such Certificates, except as provided in Section 11.106.08. Unless and until definitive, fully registered Certificates ("“Definitive Certificates"”) have been issued to the Certificate Owners of such Certificates pursuant to Section 11.106.08: (ia) the provisions of this Section 11.08 shall be in full force and effect; (iib) the Depositor, the Servicer Securities Administrator and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives representative of the respective Certificate Owners (requests and directions from, and votes of, of such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificates; (iiic) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; andanother Depository; (ivd) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Depository Participants.; (e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;

Book-Entry Certificates. The Class A Certificates and Class I If specified in any related Supplement, the Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "DEPOSITORY") which shall be the Clearing Agency, specified by, or on behalf of, the Depositor, except Company for the residual amount Certificates described in Section 11.01such Series. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the such Clearing Agency, and no Certificate Owner Book-Entry Holder will receive a definitive Certificate certificate representing such Certificate OwnerBook-Entry Holder's interest in the Investor Certificates, except as provided in Section 11.105.13. Unless and until definitive, fully registered Investor Certificates ("Definitive CertificatesDEFINITIVE CERTIFICATES") have been issued to Certificate Owners Holders pursuant to Section 11.105.13 or the related Supplement: (ia) the provisions of this Section 11.08 5.11 shall be in full force and effect; (iib) the DepositorCompany, the Servicer and the Trustee may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives Holder without respect to whether there has been any actual authorization of such actions by the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made Book- Entry Holders with respect to different Certificate Owners)such actions; (iiic) to the extent that the provisions of this Section 11.08 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.11 shall control; and (ivd) the rights of Certificate Owners Book-Entry Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series the Company and the Trustee receive an opinion of independent counsel that the Certificates of such Class or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, depository specified in such Supplement (the Depositor, except "DEPOSITORY") for the residual amount Certificates described in Section 11.01Clearing Agency or Foreign Clearing Agency for such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("Definitive CertificatesDEFINITIVE CERTIFICATES") have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Supplement, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series or any Class thereof ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.106.12 or as provided in the applicable Supplement: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. (a) The Class A A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB Certificates, the Class A-4 Certificates, the Class A-1A Certificates, the Class XW Certificates, the Class A-MFX Certificates, the Class A-MFL Certificates, the Class A-J Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates, the Class H Certificates, the Class J Certificates, the Class K Certificates, the Class L Certificates, the Class M Certificates, the Class N Certificates, the Class O Certificates, the Class P Certificates and the Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Q Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in subsection (c) of this Section 11.105.03), transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) of this Section 5.03), shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to Section 11.10:the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar and DTC of its intent to terminate the book-entry transfers among system through DTC and, upon receipt of notice of such intent from DTC, the Clearing Agency Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and receive the Certificate Registrar shall authenticate and transmit distributions deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of principal the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Certificate Registrar's office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (g) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Clearing Agency ParticipantsClass in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class M, Class N, Class O, Class P, Class XC, Class XP-1, Class XP-2, Class ES-A, Class ES-B, Class ES-C, Class ES-D, Class ES-E, Class ES-F, Class ES-G, Class ES-H, Class SB-A, Class SB-B, Class SB-C, Class SB-D, Class SB-E, Class WB-A, Class WB-B, Class WB-C and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the BookWB-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I D Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in Section 11.10subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to Section 11.10:monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry transfers among system through the Clearing Agency Participants Depository with respect to any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and receive and transmit distributions of principal and interest on the availability of Definitive Certificates to such Clearing Agency ParticipantsCertificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Book-Entry Certificates. The Class A Offered Certificates and Class I (other than the Residual Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, or its agent by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner of such Certificates will receive a definitive Certificate certificate representing such Certificate Owner's interest in the such Certificates, except as provided in Section 11.106.08. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to the Certificate Owners of such Certificates pursuant to Section 11.106.08: (ia) the provisions of this Section 11.08 shall be in full force and effect; (iib) the Depositor, the Servicer Securities Administrator and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives representative of the respective Certificate Owners (requests and directions from, and votes of, of such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificates; (iiic) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; andanother Depository; (ivd) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Depository Participants.;

Book-Entry Certificates. The Regular Certificates (other than the Class A Certificates M-8A, Class M-8B, Class CE and Class I P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner of such Certificates will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the such Certificates, except as provided in Section 11.106.08. Unless and until definitive, fully registered Certificates ("“Definitive Certificates"”) have been issued to the Certificate Owners of such Certificates pursuant to Section 11.106.08: (ia) the provisions of this Section 11.08 shall be in full force and effect; (iib) the Depositor, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives representative of the respective Certificate Owners (requests and directions from, and votes of, of such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificates; (iiic) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; andanother Depository; (ivd) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.106.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Depository Participants; (e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (f) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and (g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the “Depository”) which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's ’s interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("“Definitive Certificates"”) have been issued to Certificate Owners pursuant to Section 11.10:6.12; (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-3, Class A-4, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and Class I N Certificates, upon original issuance, each shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Certificate Registrar, as custodian for The Depository Trust CompanyCompany (the "Depository"), the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the Depository, as the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.103.9. Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to the Certificate Owners pursuant to Section 11.103.9: (i) the provisions of this Section 11.08 3.7 shall be in full force and effecteffect with respect to each such Class; (ii) the Depositor, the Servicer Master Servicer, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 3.7 shall controlcontrol with respect to each such Class; and (iv) the rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the Clearing Agency applicable Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.103.9, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Certificates to such Participants. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificates, such direction or consent may be given by the Clearing Agency Participantsat the direction of Certificate Owners owning Certificates evidencing the requisite percentage of principal amount of Certificates. The Clearing Agency may take conflicting actions with respect to the Certificates to the extent that such actions are taken on behalf of the Certificate Owners. (c) The Certificates of each Class (other than the Residual Certificates) initially sold in reliance on Rule 144A or to Institutional Accredited Investors shall be represented by the Rule 144A-IAI Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Certificates evidenced by any Rule 144A-IAI Global Certificate shall be subject to certain restrictions on transfer as set forth in Section 3.3 hereof and shall bear legend(s) regarding such restrictions described herein. (d) The Certificates of each Class (other than the Residual Certificates) initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Temporary Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Not earlier than the Release Date, beneficial interests in any Regulation S Temporary Global Certificate shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial interests in any Regulation S Temporary Global Certificate may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for interests in the Rule 144A-IAI Global Certificate for such Class in accordance with the certification requirements described in Section 3.7(f). The Regulation S Permanent Global Certificates shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. On or prior to the Release Date and on or prior to any Distribution Date occurring prior to the Release Date, each Certificate Owner of a Regulation S Temporary Global Certificate that holds a beneficial interest therein on the Release Date or on any such Distribution Date, as the case may be, must deliver to Euroclear or Clearstream (as applicable) a Regulation S Certificate; provided, however, that any Certificate Owner that holds a beneficial interest in a Regulation S Temporary Global Certificate on the Release Date or on any such Distribution Date that has previously delivered a Regulation S Certificate to Euroclear or Clearstream with respect to its interest therein does not need to deliver any subsequent Regulation S Certificate (unless the certificate previously delivered is no longer true as of such subsequent date, and such Certificate Owner must promptly notify Euroclear or Clearstream, as applicable, thereof). Euroclear or Clearstream, as applicable, shall be required to promptly deliver to the Certificate Registrar a certificate substantially in the form of Exhibit I hereto to the effect that it has received the requisite Regulation S Certificates for each such Class, and no Certificate Owner (or transferee from any such Certificate Owner) shall be entitled to receive an interest in the Regulation S Permanent Global Certificate for such Class or any payment or principal or interest with respect to its interest in such Regulation S Temporary Global Certificate prior to the Certificate Registrar receiving such certification from Euroclear or Clearstream with respect to the portion of the Regulation S Temporary Global Certificate owned by such Certificate Owner (and, with respect to an interest in the applicable Regulation S Permanent Global Certificate, prior to the Release Date). After the Release Date, distributions due with respect to any beneficial interest in a Regulation S Temporary Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the related Regulation S Permanent Global Certificate is improperly withheld or refused. No interest in a Regulation S Global Certificate may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in the Rule 144A-IAI Global Certificate for such Class as described in Section 3.7(f). (e) Except in the limited circumstances described below in Section 3.9, owners of beneficial interests in Global Certificates shall not be entitled to receive physical delivery of Definitive Certificates. The Certificates are not issuable in bearer form. Upon the issuance of each Global Certificate, the Depository or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Certificate to the accounts of Persons who have accounts with such Depository. Such accounts initially shall be designated by or on behalf of the Underwriters and Placement Agents. Ownership of beneficial interests in a Global Certificate shall be limited to Customers or Persons who hold interests directly or indirectly through Customers. Ownership of beneficial interests in the Global Certificates shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by the Depository or its nominee (with respect to interests of Customers) and the records of Customers (with respect to interests of Persons other than Customers). So long as the Depository, or its nominee, is the registered holder of a Global Certificate, the Depository or such nominee, as the case may be, shall be considered the sole owner and holder of the Certificates represented by such Global Certificate for all purposes under this Agreement and the Certificates, including, without limitation, obtaining consents and waivers thereunder, and the Trustee, the Paying Agent and the Certificate Registrar shall not be affected by any notice to the contrary. Except under the circumstance described in Section 3.9, owners of beneficial interests in a Global Certificate will not be entitled to have any portions of such Global Certificate registered in their names, will not receive or be entitled to receive physical delivery of Definitive Certificates in certificated form and shall not be considered the owners or holders of the Global Certificate (or any Certificates represented thereby) under this Agreement or the Certificates. In addition, no Certificate Owner of an interest in a Global Certificate shall be able to transfer that interest except in accordance with the Depository's applicable procedures (in addition to those under this Agreement and, if applicable, those of Euroclear and Clearstream). (f) Any holder of an interest in a Regulation S Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, Euroclear or Clearstream, as applicable, and the Depository, in the form of an Exchange Certification (substantially in the form of Exhibit H attached hereto), to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A-IAI Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Rule 144A-IAI Global Certificate as described herein; provided, however, that no Exchange Certification shall be required if any such exchange occurs after the Release Date. Any holder of an interest in the Rule 144A-IAI Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, the Depository and Euroclear or Clearstream, as applicable, in the form of an Exchange Certification, to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Regulation S Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Regulation S Global Certificate as described herein; provided, however, that if such exchange occurs prior to the Release Date, the transferee shall acquire an interest in a Regulation S Temporary Global Certificate only and shall be subject to all of the restrictions associated therewith described in Section 3.7(d). Following receipt of any Exchange Certification or request for transfer, as applicable, by the Certificate Registrar: (i) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates for which such exchange is to be made, and (ii) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates for which such exchange is to be made to increase the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor. The form of the Exchange Certification shall be available from the Certificate Registrar.

Book-Entry Certificates. The Class A Certificates and Class I Certificates, upon original issuance, shall be issued in the form of one a typewritten Certificate or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Companyor pursuant to the Depository's instructions on behalf of the Depository to, and deposited with, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Certificate Custodian. The Such Class A Certificates and Class I Certificate or Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the Clearing Agencyinitial Depository, and no Certificate Owner will of a Class A Certificate or Certificates shall receive a definitive Class A Certificate representing such Certificate Owner's interest in the Certificatessuch Class A Certificate, except as provided in Section 11.104.01(c). Unless and until definitive, definitive fully registered Class A Certificates (the "Definitive Certificates") shall have been issued to Certificate Owners pursuant to Section 11.10:4.01(c): (i) the provisions of this Section 11.08 4.01(b) shall be in full force and effect; (ii) the Depositor, the Servicer Certificate Registrar and the Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants Depository for all purposes of this Agreement (including the making payment of distributions principal of and interest on the CertificatesCertificates and the giving of instructions or directions hereunder) as the authorized representatives sole Holder of the Class A Certificates, and shall have no obligation to the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)thereto; (iii) to the extent that the provisions of this Section 11.08 4.01(b) conflict with any other provisions of this Agreement, the provisions of this Section 11.08 4.01(b) shall control; and; (iv) the rights of the Certificate Owners with respect to the Class A Certificates shall be exercised only through the Clearing Agency and the Clearing Agency Participants Depository and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 11.104.01(c), the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions payments of principal of and interest on the Class A Certificates to such Clearing Agency Depository Participants; (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Holders of Certificates evidencing a specified aggregate Percentage Interest, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Depository Participants owning or representing, respectively, such required aggregate Percentage Interest of Class A Certificates (taking into account the proviso contained in the definition of "Certificateholder" contained herein) and has delivered such instructions to the Trustee; and (vi) whenever a notice or other communication to the Class A Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 4.01(c), the Trustee shall give all such notices and communications specified herein to be given to Class A Certificateholders to the Depository and shall have no further obligation to the Certificate Owners of the Class A Certificates. provided, however, that the provisions of this Section 4.01(b) shall not be applicable in respect of Class A Certificates issued to the Depositor. The Depositor or the Trustee may set a record date for the purpose of determining the identity of Holders of Class A Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.

Book-Entry Certificates. The Class A Certificates and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.10: (i) the provisions of this Section 11.08 shall be in full force and effect; (ii) the Depositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the 37 Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I Certificates(other than a Certificate representing any residual portion of the Pool/Pre-Funding Balance), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, by the Seller or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01its behalf. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.105.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners Certificateholders pursuant to Section 11.105.10: (i) the provisions of this Section 11.08 5.8 shall be in full force and effect; (ii) the DepositorSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Certificate Registrar and the Trustee may deal exclusively with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on in respect of the CertificatesCertificates and the taking of actions by the Certificateholders) as the authorized representatives representative of the Certificate Owners (requests Clearing Agency Participants and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different the Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 5.8 conflict with any other provisions of this the Agreement, the provisions of this Section 11.08 5.8 shall control; and; (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and (or to the extent Certificate Owners are not Clearing Agency Participants through the Clearing Agency Participants through which such Certificate Owners own Book-Entry Certificates) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants and all references in the Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants. Pursuant , and all references in the Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency or its nominee, as 55 60 registered holder of the Certificates, as the case may be, for distribution to Certificate Owners in accordance with the procedures of the Clearing Agency; and (v) pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency ParticipantsParticipants to the Certificate Owners or their nominees. The Clearing Agency Participants shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Clearing Agency, and the Clearing Agency may be treated by the Trustee, and its agents, employees, officers and directors, as the absolute owner of the Certificates for all purposes whatsoever.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-3A, Class A-3B, Class A-SBFL, Class A-4, Class A-1A, Class ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇, ▇lass C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class XC and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I XP Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in Section 11.10subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to Section 11.10:the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar and DTC of its intent to terminate the book-entry transfers among system through DTC and, upon receipt of notice of such intent from DTC, the Clearing Agency Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and receive the Certificate Registrar shall authenticate and transmit distributions deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of principal the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Certificate Registrar's office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (g) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Clearing Agency ParticipantsClass in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "Depository") which shall be the Clearing Agency, by, Agency by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Certificate Series. The Class A Investor Certificates and Class I Certificates shall of each Certificate Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no . No Certificate Owner will shall receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Certificate Series ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Certificate Series; (ii) the DepositorSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor -66- 73 Certificates of each such Certificate Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Certificate Series; and (iv) the rights of Certificate Owners of each such Certificate Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementAgreement applicable to a Certificate Series, unless and until Definitive Certificates of such Certificate Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-1A, Class A-2, Class A-3-1FL, Class A-3-1, Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class A-J, Class X-1, Class X-2, Class B, Class C, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class I P Certificates, upon original issuance, each shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to the Certificate Registrar, as custodian for The Depository Trust CompanyCompany (the "Depository"), the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount provided that any Non-Investment Grade Certificates described in Section 11.01sold to Institutional Accredited Investors who are not Qualified Institutional Buyers will be issued as Definitive Certificates. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the Depository, as the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.103.9. Unless and until definitive, fully registered Definitive Certificates ("Definitive Certificates") have been issued to the Certificate Owners pursuant to Section 11.103.9: (i) the provisions of this Section 11.08 3.7 shall be in full force and effecteffect with respect to each such Class; (ii) the Depositor, the Servicer Master Servicers, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 3.7 shall controlcontrol with respect to each such Class; and (iv) the rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the Clearing Agency applicable Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.103.9, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Certificates to such Participants. (b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of the Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificates, such direction or consent may be given by the Clearing Agency Participantsat the direction of Certificate Owners owning Certificates evidencing the requisite percentage of principal amount of Certificates. The Clearing Agency may take conflicting actions with respect to the Certificates to the extent that such actions are taken on behalf of the Certificate Owners. (c) The Certificates of each Class (other than the Residual Certificates) initially sold in reliance on Rule 144A or with respect to the Class A-1, Class A-1A, Class A-2, Class A-3-1FL, Class A-3-1, Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class A-J, Class B, Class C, Class D, Class E, Clas▇ ▇, ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇rtificates sold to Institutional Accredited Investors shall be represented by the Rule 144A IAI Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates initially sold to Institutional Accredited Investors shall be represented by IAI Definitive Certificates for such Class. The Certificates evidenced by any Rule 144A IAI Global Certificate or IAI Definitive Certificate shall be subject to certain restrictions on transfer as set forth in Section 3.3 hereof and shall bear legend(s) regarding such restrictions described herein. (d) The Certificates of each Class (other than the Residual Certificates) initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Temporary Global Certificate for such Class, which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. Not earlier than the Release Date, beneficial interests in any Regulation S Temporary Global Certificate shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial interests in any Regulation S Temporary Global Certificate may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for interests in the Rule 144A IAI Global Certificate for such Class in accordance with the certification requirements described in Section 3.7(f). The Regulation S Permanent Global Certificates shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. On or prior to the Release Date and on or prior to any Distribution Date occurring prior to the Release Date, each Certificate Owner of a Regulation S Temporary Global Certificate that holds a beneficial interest therein on the Release Date or on any such Distribution Date, as the case may be, must deliver to Euroclear or Clearstream (as applicable) a Regulation S Certificate; provided, however, that any Certificate Owner that holds a beneficial interest in a Regulation S Temporary Global Certificate on the Release Date or on any such Distribution Date that has previously delivered a Regulation S Certificate to Euroclear or Clearstream with respect to its interest therein does not need to deliver any subsequent Regulation S Certificate (unless the certificate previously delivered is no longer true as of such subsequent date, and such Certificate Owner must promptly notify Euroclear or Clearstream, as applicable, thereof). Euroclear or Clearstream, as applicable, shall be required to promptly deliver to the Certificate Registrar a certificate substantially in the form of Exhibit I hereto to the effect that it has received the requisite Regulation S Certificates for each such Class, and no Certificate Owner (or transferee from any such Certificate Owner) shall be entitled to receive an interest in the Regulation S Permanent Global Certificate for such Class or any payment or principal or interest with respect to its interest in such Regulation S Temporary Global Certificate prior to the Certificate Registrar receiving such certification from Euroclear or Clearstream with respect to the portion of the Regulation S Temporary Global Certificate owned by such Certificate Owner (and, with respect to an interest in the applicable Regulation S Permanent Global Certificate, prior to the Release Date). After the Release Date, distributions due with respect to any beneficial interest in a Regulation S Temporary Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the related Regulation S Permanent Global Certificate is improperly withheld or refused. No interest in a Regulation S Global Certificate may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in the Rule 144A IAI Global Certificate for such Class as described in Section 3.7(f). (e) Except in the limited circumstances described below in Section 3.9, owners of beneficial interests in Global Certificates shall not be entitled to receive physical delivery of Definitive Certificates. The Certificates are not issuable in bearer form. Upon the issuance of each Global Certificate, the Depository or its custodian shall credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Certificate to the accounts of Persons who have accounts with such Depository. Such accounts initially shall be designated by or on behalf of the Underwriters and Placement Agents. Ownership of beneficial interests in a Global Certificate shall be limited to Customers or Persons who hold interests directly or indirectly through Customers. Ownership of beneficial interests in the Global Certificates shall be shown on, and the transfer of that ownership shall be effected only through, records maintained by the Depository or its nominee (with respect to interests of Customers) and the records of Customers (with respect to interests of Persons other than Customers). So long as the Depository, or its nominee, is the registered holder of a Global Certificate, the Depository or such nominee, as the case may be, shall be considered the sole owner and holder of the Certificates represented by such Global Certificate for all purposes under this Agreement and the Certificates, including, without limitation, obtaining consents and waivers thereunder, and the Trustee, the Paying Agent and the Certificate Registrar shall not be affected by any notice to the contrary. Except under the circumstance described in Section 3.9, owners of beneficial interests in a Global Certificate will not be entitled to have any portions of such Global Certificate registered in their names, will not receive or be entitled to receive physical delivery of Definitive Certificates in certificated form and shall not be considered the owners or holders of the Global Certificate (or any Certificates represented thereby) under this Agreement or the Certificates. In addition, no Certificate Owner of an interest in a Global Certificate shall be able to transfer that interest except in accordance with the Depository's applicable procedures (in addition to those under this Agreement and, if applicable, those of Euroclear and Clearstream). (f) Any holder of an interest in a Regulation S Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, Euroclear or Clearstream, as applicable, and the Depository, in the form of an Exchange Certification (substantially in the form of Exhibit H attached hereto), to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A IAI Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Rule 144A IAI Global Certificate as described herein; provided, however, that no Exchange Certification shall be required if any such exchange occurs after the Release Date. Any holder of an interest in the Rule 144A IAI Global Certificate shall have the right, upon prior written notice to the Certificate Registrar, the Depository and Euroclear or Clearstream, as applicable, in the form of an Exchange Certification, to exchange all or a portion of such interest (in authorized denominations as set forth in Section 3.1(b)) for an equivalent interest in the Regulation S Global Certificate for such Class in connection with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Regulation S Global Certificate as described herein; provided, however, that if such exchange occurs prior to the Release Date, the transferee shall acquire an interest in a Regulation S Temporary Global Certificate only and shall be subject to all of the restrictions associated therewith described in Section 3.7(d). Following receipt of any Exchange Certification or request for transfer, as applicable, by the Certificate Registrar: (i) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates for which such exchange is to be made, and (ii) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates for which such exchange is to be made to increase the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor. The form of the Exchange Certification shall be available from the Certificate Registrar.

Book-Entry Certificates. The Class A Certificates and Class I If specified in any related Supplement, the Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "DEPOSITORY") which shall be the Clearing Agency, specified by, or on behalf of, the Depositor, except Company for the residual amount Certificates described in Section 11.01such Series. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the such Clearing Agency, and no Certificate Owner Book-Entry Holder will receive a definitive Certificate certificate representing such Certificate OwnerBook-Entry Holder's interest in the Investor Certificates, except as provided in Section 11.105.13. Unless and until definitive, fully registered Investor Certificates ("Definitive CertificatesDEFINITIVE CERTIFICATES") have been issued to Certificate Owners Holders pursuant to Section 11.105.13 or the related Supplement: (ia) the provisions of this Section 11.08 5.11 shall be in full force and effect; (iib) the DepositorCompany, the Servicer and the Trustee may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives Holder without respect to whether there has been any actual authorization of such actions by the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made Book-Entry Holders with respect to different Certificate Owners)such actions; (iiic) to the extent that the provisions of this Section 11.08 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.11 shall control; and (ivd) the rights of Certificate Owners Book-Entity Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series the Company and the Trustee receive an opinion of independent counsel that the Certificates of such Class or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-M, Class A-J, Class XW, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class I Certificates, upon original issuance, S Certificates shall initially be issued in the form of as one or more typewritten Certificates registered in the name of the Depository or its nominee and, except as provided in subsection (c) of this Section 5.03, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) of this Section 5.03, shall not be entitled to fully registered, physical Certificates (each a "Definitive Certificate") in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. None of the Certificate Registrar, the Trustee or the Certificate Administrator shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (b) The Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 11.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.10: (i) the provisions of this Section 11.08 shall be in full force and effect; (ii) the Depositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee or the Certificate Administrator). (c) If (i)(A) the Depositor advises the Certificate Administrator and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Certificate Administrator, the Certificate Registrar and DTC of its intent to terminate the book-entry transfers among system through DTC and, upon receipt of notice of such intent from DTC, the Clearing Agency Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Certificate Administrator shall execute, and receive the Certificate Registrar shall authenticate and transmit distributions deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of principal the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Certificate Registrar's office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (g) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Clearing Agency ParticipantsClass in fully registered form without interest coupons, which will be deposited with the Certificate Administrator and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Book-Entry Certificates. The Class A Certificates and Class I If specified in any related Supplement, the Investor Certificates, or any portion thereof, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depository specified in such Supplement (the "DEPOSITORY") which shall be the Clearing Agency, specified by, or on behalf of, the Depositor, except Company for the residual amount Certificates described in Section 11.01such Series. The Class A Certificates and Class I Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the such Clearing Agency, and no Certificate Owner Book-Entry Holder will receive a definitive Certificate certificate representing such Certificate OwnerBook-Entry Holder's interest in the Investor Certificates, except as provided in Section 11.105.13. Unless and until definitive, fully registered Investor Certificates ("Definitive CertificatesDEFINITIVE CERTIFICATES") have been issued to Certificate Owners Holders pursuant to Section 11.105.13 or the related Supplement: (ia) the provisions of this Section 11.08 5.11 shall be in full force and effect; (iib) the DepositorCompany, the Servicer and the Trustee may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives Holder without respect to whether there has been any actual authorization of such actions by the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made Book-Entry Holders with respect to different Certificate Owners)such actions; (iiic) to the extent that the provisions of this Section 11.08 5.11 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 5.11 shall control; and (ivd) the rights of Certificate Owners Book-Entry Holders shall be exercised only through the Clearing Agency and the related Clearing Agency Participants and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series the Company and the Trustee receive an opinion of independent counsel that the Certificates of such Class or Series will be treated as indebtedness for federal income tax purposes.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-5, Class A-1A, Class B, Class C, Cl▇▇▇ ▇, ▇▇▇▇▇ ▇, Class F, Class G, Class H, Class J, Class K, Class M, Class N, Class O, Class P, Class XW, Class FM-A, Class FM-B, Class FM-C, Class FM-D, Class SM-A, Class SM-B, Class SM-C, Class SM-D, Class SM-E, Class SM-F, Class SM-G, Class SM-H, Class SM-J and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I LM Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in Section 11.10subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to Section 11.10:the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar and DTC of its intent to terminate the book-entry transfers among system through DTC and, upon receipt of notice of such intent from DTC, the Clearing Agency Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and receive the Certificate Registrar shall authenticate and transmit distributions deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of principal the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (g) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Clearing Agency ParticipantsClass in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Book-Entry Certificates. The Class A Certificates and Class I Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial depositary specified in such Supplement (the "Depositary") which shall be the Clearing Agency or Foreign Clearing Agency, by, by or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01of such Series. The Class A Investor Certificates and Class I Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or Foreign Clearing Agency, and no . No Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the related Series of Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates of any Series ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 11.106.12: (i) the provisions of this Section 11.08 6.10 shall be in full force and effecteffect with respect to each such Series; (ii) the DepositorTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesInvestor Certificates of each such Series) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall controlcontrol with respect to each such Series; and (iv) the rights of Certificate Owners of Investor Certificates of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository AgreementDepositary Agreement appli- 97 103 cable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 11.106.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants.

Book-Entry Certificates. The Class A Certificates and Class I Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Book- Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I Such Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing AgencyDepository or its nominee, and no Certificate Owner of such Certificates will receive a definitive Certificate certificate representing such Certificate Owner's interest in the such Certificates, except as provided in Section 11.107.08. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to the Certificate Owners of such Certificates pursuant to Section 11.107.08: (ia) the provisions of this Section 11.08 shall be in full force and effect; (iib) the Depositor, the Servicer Securities Administrator and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions on the Certificatesdistributions) as the authorized representatives representative of the respective Certificate Owners (requests and directions from, and votes of, of such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners)Certificates; (iiic) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; andanother Depository; (ivd) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.107.08, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Clearing Agency Depository Participants.;

Book-Entry Certificates. The Class A If provided in any Supplement, the Investor Certificates and Class I Certificatesof any Series, upon original issuance, shall will be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01Transferor. The Class A Investor Certificates and Class I Certificates of such Series shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of The Depository Trust Company, which shall be the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 11.106.12. Unless and until definitive, fully registered Investor Certificates (the "Definitive Certificates") have been issued to Certificate Owners in respect of a particular Series pursuant to Section 11.106.12 or the related Supplement: (i) the provisions of this Section 11.08 shall be in full force and effect; (ii) the DepositorTransferor, the Servicer Servicer, and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates) as the authorized representatives of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iiiii) to the extent that the provisions of this Section 11.08 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 6.10 shall control; and (iviii) the rights of such Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10a depository agreement, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. (iv) Notwithstanding the foregoing, no Class or Series of Investor Certificates may be issued as Book-Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series, the Transferor and the Trustee receive a Tax Opinion.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-2FL, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class A-JFL, Class XW, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I S Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in subsection (c) of this Section 11.105.03, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) of this Section 5.03, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to Section 11.10:the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar and DTC of its intent to terminate the book-entry transfers among system through DTC and, upon receipt of notice of such intent from DTC, the Clearing Agency Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and receive the Certificate Registrar shall authenticate and transmit distributions deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of principal the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Certificate Registrar's office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (g) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Clearing Agency ParticipantsClass in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Book-Entry Certificates. (a) The Class A Certificates A-1, Class A-2, Class A-2F, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class M, Class N, Class O, Class P, Class Q, Class XC, Class XP, Class V-1, Class V-2, Class V-3, Class V-4 and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Depositor, except for the residual amount Certificates described in Section 11.01. The Class A Certificates and Class I V-5 Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of CEDE & Co., the Depository or its nominee of the Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner's interest in the Certificatesand, except as provided in Section 11.10subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates ("Definitive Certificates") have been issued to in respect of such Ownership Interests. All transfers by Certificate Owners pursuant of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to Section 11.10:monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (ib) the provisions of this Section 11.08 shall be in full force and effect; (ii) the The Depositor, the Servicer Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Trustee Certificate Registrar may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (purposes, including the making of distributions payments due on the Book-Entry Certificates) , deal with the Depository as the authorized representatives representative of the Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners); (iii) to such Certificates for the extent that purposes of exercising the provisions rights of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and (iv) the Certificateholders hereunder. The rights of Certificate Owners shall be exercised only through with respect to the Clearing Agency and the Clearing Agency Participants and Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Clearing Agency ParticipantsDepository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Pursuant The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 11.10of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the initial Clearing Agency will make cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry transfers among system through the Clearing Agency Participants Depository with respect to any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and receive and transmit distributions of principal and interest on the availability of Definitive Certificates to such Clearing Agency ParticipantsCertificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. (d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.