Common use of Registration of Transfer and Exchange of Certificates Clause in Contracts

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator on behalf of the Securities Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator shall for all purposes deal with the Depository as representative of the Certificate Owners for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, at the Depositor's expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment o

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar on behalf of the Trustee, for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust Trust, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar, the Paying Agent and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee, the Paying Agent and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Paying Agent, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(xx) the Depository or the Depositor advises the Securities Administrator Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Certificate Registrar or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the Depositor's expense, Seller’s expense execute on behalf of the Trust and authenticate definitive, fully registered certificates (the “Definitive Certificates”). Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Any Private Certificates (other than the Class P Certificate) sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the 1933 Act shall be issued only in the form of one or more Definitive Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the transfer of such Definitive Certificates. In the event of any such transfer, made transfer of any Private Certificate (other than the Class P Certificate) in reliance upon an exemption from the 1933 Actform of a Definitive Certificate, (i) the Securities Administrator and transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Depositor shall require (a) the transferor to execute a representation letter (Certificate Registrar, in substantially the form attached hereto as Exhibit F-1J-2) and under the transferee 1933 Act, or (B) such transfer is made to execute an investor representation “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under the 1933 Act (as evidenced by an investment letter (delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit F-2) J-1, and, if so required by the Certificate Registrar and (b) the Depositor, a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be made pursuant to an exemption, describing including a description of the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor Depositor) or (ii) the Securities Administrator Certificate Registrar shall require the transferor to execute a transferor certificate and the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) an investment letter acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor. The Class P Certificate shall only be issued as a Definitive Certificate and shall only be transferred pursuant to clauses (i)(A) and (ii) above. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Registrar, the Securities Administrator Administrator, the Seller and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding In the foregoingcase of a Private Certificate that is a Book-Entry Certificate, no certification or Opinion for purposes of Counsel described the preceding paragraph, the representations set forth in this Section 5.02(dthe investment letter in clause (i) will shall be required in connection with deemed to have been made to the first transfer Certificate Registrar by the Depositor transferee’s acceptance of such Private Certificate that is also a Book-Entry Certificate (or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such acceptance by a transfer to, to an “accredited investor” within the meaning of Rule 501(d) Certificate Owner of the 1933 Actbeneficial interest in such Certificate). No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, Depositor (such requirement is satisfied only by the Securities AdministratorCertificate Registrar’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 I-1 or F-3 heretoI-2, as appropriateapplicable, on which the Securities Administrator and Depositor is authorized to relyhereto), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if such Certificate has been the proposed transfer subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such a Certificates are covered under Sections I and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Certificate and the servicingRegistrar, management and operation which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Depositor or the Trust: (I) , addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities AdministratorCertificate Registrar, the Master Servicer, any Servicer, the Depositor Securities Administrator or the Controlling Class Holder Depositor to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect. In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's ’s acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the DepositorCertificate). Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to To the extent permitted by lawunder applicable law (including, to all rights and obligations as but not limited to, ERISA), none of the Trustee, the Certificate Owner thereof retroactive to Registrar or the date of such Transfer of such Certificate. The Securities Administrator Depositor shall be under no have any liability to any Person for any registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 6.02(d) or for the Paying Agent making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such preceding transfereeHolder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. Any purported In addition, none of the Trustee, the Certificate Owner whose acquisition Registrar or holding the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any ERISA-Restricted Certificate in the form of any a Book-Entry Certificate, and none of the Trustee, the Certificate (Registrar or interest therein) was effected the Depositor shall have any liability for transfers of Book-Entry Certificates or any interests therein made in violation of the restrictions on transfer described in the Prospectus Supplement and this Section 5.02(dAgreement. (e) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a the Class A-R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class A-R Certificate shall be a Permitted Transferee who acquires such Ownership Interest in a Class A-R Certificate for its own account and not in the capacity as trustee, nominee or agent for another Person and shall promptly notify the Securities Administrator Certificate Registrar and the Trustee of any change or impending change in its status as such a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in the Class A-R Certificate may be registered on the Closing Date and no Ownership Interest in a Residual Certificate may thereafter be transferred, and the Certificate Registrar shall not register the Transfer of a Residual Certificate unless, in addition to the certificates required to be delivered under subsection (d) above, the Trustee and the Certificate Registrar shall have been furnished with an affidavit (“Transfer Affidavit”) of the initial owner of the Class A-R Certificate unless such Ownership Interest is or proposed transferee of a pro rata undivided interest.Residual Certificate in the form attached hereto as Exhibit L. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee and the Certificate Registrar shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, them of each of the following: (A) an affidavit a Transferor Certificate in the form of Exhibit E-1 K hereto from the proposed transferee transferor to the effect that the transferor (a) has no knowledge the proposed Transferee is not a Permitted Transferee acquiring an Ownership Interest in such Class A-R Certificate for its own account and not in a capacity as trustee, nominee, or agent for another Person, and (b) has not undertaken the proposed transfer in whole or in part to impede the assessment or collection of tax. (iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of such Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee and shall, upon discovery that it is the registration of Transfer of such Residual Certificate was not acquiring its Ownership Interest in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the Class R date of registration of transfer of such Residual Certificate. None of the Trustee, the Certificate Registrar or the Depositor shall have any liability to any Person for any registration of Transfer of a Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is in fact not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment opermitt

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust Trust, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Certificate Registrar or the Depositor is unable to locate a qualified successor, successor or (ii) the Depositor, at its sole option, with the consent of the Securities Administratorapplicable Depository Participant, elects elects, in writing, to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of DefaultDepository, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's ’s expense, in the case of (ii) above, or the Seller’s expense, in the case of (i) above, execute on behalf of the Trust and the Certificate Registrar shall authenticate definitive, fully registered certificates (the “Definitive Certificates”). Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Registrar and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Any Private Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the 1933 Act shall be issued only in the form of one or more Definitive Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the transfer of such Definitive Certificates. In the event of any such transfer, made transfer of any Private Certificate in reliance upon an exemption from the 1933 Actform of a Definitive Certificate, (i) the Securities Administrator and transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Depositor shall require (a) the transferor to execute a representation letter (Certificate Registrar, in substantially the form attached hereto as Exhibit F-1J-2) and under the transferee 1933 Act, or (B) such transfer is made to execute an investor representation “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under the 1933 Act (as evidenced by an investment letter (delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit F-2) J-1, and, if so required by the Certificate Registrar and (b) the Depositor, a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be made pursuant to an exemption, describing including a description of the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor Depositor) or (ii) the Securities Administrator Certificate Registrar shall require the transferor to execute a transferor certificate and the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) an investment letter acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor. The Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Registrar, the Securities Administrator Administrator, the Master Servicer, the Seller and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding In the foregoingcase of a Private Certificate that is a Book-Entry Certificate, no certification or Opinion for purposes of Counsel described the preceding paragraph, the representations set forth in this Section 5.02(dthe investment letter in clause (i) will shall be required in connection with deemed to have been made to the first transfer Certificate Registrar by the Depositor transferee’s acceptance of such Private Certificate that is also a Book-Entry Certificate (or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such acceptance by a transfer to, to an “accredited investor” within the meaning of Rule 501(d) Certificate Owner of the 1933 Actbeneficial interest in such Certificate). No transfer of an ERISA-Restricted Certificate, other than the Class Y and Class C Certificates, in the form of a Definitive Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, Depositor (such requirement is satisfied only by the Securities AdministratorCertificate Registrar’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 I-1 or F-3 heretoI-2, as appropriateapplicable, on which the Securities Administrator and Depositor is authorized to relyhereto), to the effect that either (A) such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or an entity deemed to hold the plan assets of the foregoing (collectively, a “Plan”), nor a person acting for, or on behalf of of, any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if such Certificate has been the proposed transfer subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and the purchase and holding of such a Certificates are covered under Sections I and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Certificate and the servicingRegistrar, management and operation which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar, the Master Servicer, the Servicer, the Securities Administrator, the Depositor or the Trust: (I) , addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities AdministratorCertificate Registrar, the Master Servicer, the Servicer, the Depositor Securities Administrator or the Controlling Class Holder Depositor to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate, other than a Class Y Certificate, in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect. No transfer of a Class Y or Class C Certificate in the form of a Definitive Certificate shall be made to an employee benefit plan subject to ERISA or Section 4975 of the Code. In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's ’s acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the DepositorCertificate). Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to To the extent permitted by lawunder applicable law (including, to all rights and obligations as but not limited to, ERISA), none of the Trustee, the Certificate Owner thereof retroactive to Registrar or the date of such Transfer of such Certificate. The Securities Administrator Depositor shall be under no have any liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 6.02(d) so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. In addition, none of the Trustee, the Certificate Registrar or the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any ERISA-Restricted Certificate in the form of a Book-Entry Certificate, and none of the Trustee, the Certificate (Registrar or interest therein) was effected the Depositor shall have any liability for transfers of Book-Entry Certificates or any interests therein made in violation of the restrictions on transfer described in the Prospectus Supplement and this Section 5.02(dAgreement. (e) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a the Class A-R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class A-R Certificate shall be a Permitted Transferee who acquires such Ownership Interest in a Class A-R Certificate for its own account and not in the capacity as trustee, nominee or agent for another Person and shall promptly notify the Securities Administrator Certificate Registrar and the Trustee of any change or impending change in its status as such a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in the Class A-R Certificate may be registered on the Closing Date and no Ownership Interest in a Residual Certificate may thereafter be transferred, and the Certificate Registrar shall not register the Transfer of a Residual Certificate unless, in addition to the certificates required to be delivered under subsection (d) above, the Trustee and the Certificate Registrar shall have been furnished with an affidavit (“Transfer Affidavit”) of the initial owner of the Class A-R Certificate unless such Ownership Interest is or proposed transferee of a pro rata undivided interest.Residual Certificate in the form attached hereto as Exhibit L. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee and the Certificate Registrar shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, them of each of the following: (A) an affidavit a Transferor Certificate in the form of Exhibit E-1 K hereto from the proposed transferee transferor to the effect that the transferor (a) has no knowledge the proposed Transferee is not a Permitted Transferee acquiring an Ownership Interest in such Class A-R Certificate for its own account and not in a capacity as trustee, nominee, or agent for another Person, and (b) has not undertaken the proposed transfer in whole or in part to impede the assessment or collection of tax. (iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of such Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee and shall, upon discovery that it is the registration of Transfer of such Residual Certificate was not acquiring its Ownership Interest in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the Class R Certificate that is the subject date of registration of transfer of such Residual Certificate. None of the proposed transfer as a nomineeTrustee, trustee the Certificate Registrar or agent the Depositor shall have any liability to any Person for any Person who is not registration of Transfer of a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oResidual Cert

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar on behalf of the Trustee, for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator on behalf of the Securities Administrator Trust shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust Trust, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar, the Paying Agent and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of such Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee, the Paying Agent and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Paying Agent, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, at the Depositor's expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment o

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph paragraphs (c) and (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letters of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities AdministratorDepository Participants and the Trustee, elects to terminate the book-entry system through the Depository (with respect to some or all of the Book-Entry Certificates) or (iii) after the occurrence of an a Master Servicer Event of DefaultTermination, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's ’s expense, in the case of (ii) above, or the related Seller’s expense, in the case of (i) and (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. In addition, if a Master Servicer Event of Termination has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner’s Percentage Interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Trustee of instruction from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificates and any other information reasonable required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the Definitive Certificates. Neither the Depositor nor the Securities Administrator Trustee shall be liable for any delay in delivery of such instructions any instruction required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee, Securities Administrator, the Certificate Registrar, the Master Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. . (i) In the event of any such transfer, (A) if such transfer is made in reliance upon an exemption from Rule 144A under the 1933 Act, (i) the Securities Administrator and the Depositor Trustee shall require (a) the transferor to execute a representation transferor certificate in substantially the form attached hereto as Exhibit F-2 and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit F-1, or (B) and (1) (x) if such transfer is made to an institutional “accredited investor” within the transferee meaning of within the meaning of Rule 501(a) promulgated pursuant to the 1933 Act (in the case of a Class B-1, Class B-2, Class B-3, Class B-4 or Class B-5 Certificate) or (y) if such transfer is made to an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant to the 1933 Act (in the case of a Class B-6 Certificate), the Trustee shall require the transferor to execute an investor representation letter a transferor certificate (in substantially the form attached hereto as Exhibit F-2) and the transferee to execute an investment letter (bin substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor and (2) the Trustee and the Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator Trustee or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (ii) If any such transfer of a Private Certificate held by the related transferor and also to be held by the related transferee in the form of a Book-Entry Certificate is to be made without registration under the Securities Act, the transferor will be deemed to have made as of the transfer date each of the representations and warranties set forth on Exhibit F-2 hereto in respect of such Private Certificate and the transferee will be deemed to have made as of the transfer date each of the representations and warranties set forth on Exhibit F-1 hereto in respect of such Private Certificate. (iii) No transfer of any Private Certificate that is a Book-Entry Certificate or interest therein shall be made by any related Certificate Owner except (A) in the manner set forth in clause (ii) above and in reliance on Rule 144A under the 1933 Act to a “qualified institutional buyer” that is acquiring such Book-Entry Certificate for its own account or for the account of another “qualified institutional buyer” or (B) in the manner set forth in clause (i) above and in the form of a Definitive Certificate. Notwithstanding the foregoing, no certification or Opinion of Counsel described in If any Certificate Owner that is required under this Section 5.02(d) will be required to transfer its Book-Entry Certificates in connection with the first form of Definitive Certificates, (i) notifies the Trustee of such transfer or exchange and (ii) transfers such Book-Entry Certificates to the Trustee, in its capacity as such, through the book-entry facilities of the Depository, then the Trustee shall decrease the balance of such Book-Entry Certificates or, the Trustee shall use reasonable efforts to cause the surrender to the Certificate Registrar of such Book-Entry Certificates by the Depositor or an Affiliate thereof of any Class R CertificateDepository, and thereupon, the Depositor Trustee shall execute, authenticate and deliver to such Certificate Owner or its designee one or more Definitive Certificates in authorized denominations and with a like aggregate principal amount. Subject to the provisions of this Section 5.02(d) governing registration of transfer and exchange, Private Certificates (i) held as Definitive Certificates may be transferred in the form of Book-Entry Certificates in reliance on Rule 144A under the 1933 Act to one or more “qualified institutional buyers” that are acquiring such Definitive Certificates for their own accounts or for the accounts of other “qualified institutional buyers” and (ii) held as Definitive Certificates by a “qualified institutional buyer” for its own account or for the account of another “qualified institutional buyer” may be exchanged for Book-Entry Certificates, in each case upon surrender of such Private Certificates for registration of transfer or exchange at the offices of the Trustee maintained for such purpose. Whenever any such Private Certificates are so surrendered for transfer or exchange, either the Trustee shall increase the balance of the related Book-Entry Certificates or the Trustee shall execute, authenticate and deliver the Book-Entry Certificates for which such Private Certificates were transferred or exchanged, as necessary and appropriate. No Holder of Definitive Certificates other than a “qualified institutional buyer” holding such Certificates for its own account or for the account of another “qualified institutional buyer” may exchange such Private Certificates for Book-Entry Certificates. Further, any Certificate Owner of a Book-Entry Certificate other than any such “qualified institutional buyers” shall notify the Trustee of its status as such and shall transfer such Book-Entry Certificate to the Trustee, through the book-entry facilities of the Depository, whereupon, and also upon surrender to the Trustee of such Book-Entry Certificate by the Depository, (which surrender the Trustee shall use reasonable efforts to cause to occur), the Trustee shall execute, authenticate and deliver to such Certificate Owner or such Affiliate hereby agree only to make such Certificate Owner’s nominee one or more Definitive Certificates in authorized denominations and with a transfer to, to an “accredited investor” within the meaning of Rule 501(dlike aggregate principal amount. (e) of the 1933 Act. No purchase or transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Trustee and the Depositor, (such requirement is satisfied only by the Securities AdministratorTrustee’s receipt of a representation letter from the transferee (in the case of a Class B-4, Class B-5 or Class B-6 Certificate) substantially in the form of Exhibit F-2 G-1 hereto or F-3 heretoreceipt of a representation from the transferee (in the case of a Class R Certificate) substantially in the form of paragraph (xvii) of Exhibit F-4, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (Aa) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (each, a “Plan Investor”), ) or (Bb) in the proposed transfer and holding case of a Class B-4, Class B-5 or Class B-6 Certificate, the purchase of such a Certificate and the servicingby or on behalf of such Plan is permissible under applicable law, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder Master Servicer to any obligation in addition to those undertaken in the Agreement and the following conditions are satisfied: (I) the transferee is an insurance company, (II) the source of funds used to purchase such Certificates is an “insurance company general account” (as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60) and (III) the conditions set forth in Section III of PTCE 95-60 and all other applicable conditions of PTCE 95-60 have been satisfied and as a result the acquisition and holding of such Certificates will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oemp

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph paragraph, and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar Registrar, and be duly executed by, by the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, Agreement the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor Seller advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (ii) the DepositorSeller, at its sole option, with the consent of the Securities Administrator, option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Offered Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) issued to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry each Class of Offered Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the Depositor's Seller’s expense, execute on behalf of the Trust execute, authenticate and authenticate deliver the Definitive Certificates. Neither the Depositor Seller nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Agent, the Depositor and the Depositor Seller shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Class BIO Certificates by and the DepositorClass P Certificates to the NIMs Trust, and of the Residual Certificates to the Seller, respectively, no transfer, sale, pledge or other disposition of any Private Class BIO Certificates, Class P Certificates or any Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and applicable state securities laws. In the event of any such transfer, made other than the transfer of the Tax Matters Person Residual Interest to the Trustee in reliance upon an exemption from Rule 144A under the 1933 Act, the Trustee, the Depositor and the Seller shall require either (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-in house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee, Depositor and the Depositor Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, therefor from the 1933 Act Act, or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Servicer, the Depositor or the Depositor Seller or (ii) the Securities Administrator Trustee shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3M) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit N-1 or N-2) acceptable to and in form and substance reasonably satisfactory to the Seller, Depositor and the Securities Administrator Trustee certifying to the Seller, Depositor and the Securities Administrator Trustee the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Trustee, the Servicer, the Depositor or the DepositorSeller. The Holder of a Private Class P Certificate, Class BIO Certificate or a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee, the Depositor and the Depositor Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, Trustee (such requirement is satisfied only by the Securities AdministratorTrustee’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 N-1 or F-3 heretoExhibit N-2, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectivelyCode, or a “Plan”)Person acting for, nor a person acting on behalf of or with the assets of, any such Plan plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Benefit Plan Investor”), which representation letter shall not be an expense of the Trustee or the Trust or (Bii) if the proposed transfer Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not are covered under an individual or class prohibited transaction exemption including but not limited to Department Sections I and III of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (iiiii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, Trustee to the effect that the purchase or holding of such Certificate will not result in the assets prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes Agreement, which Opinion of clause (i) Counsel shall not be an expense of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (Trustee or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the DepositorTrust. Notwithstanding anything else to the contrary herein, the representations required by clauses (i) or (ii) above with respect to any ERISA-Restricted Certificate that is a Book-Entry Certificate shall be deemed to have been made by the Certificate Owner by virtue of such acquisition; and any purported transfer of a an ERISA-Restricted Certificate to or on behalf of a Plan or Benefit Plan Investor in violation pursuant to clause (iii) above without the delivery to the Trustee of this paragraph an Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor Seller or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto G from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee; and (B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section 6.02, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 6.02, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02 or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of the Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Seller to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Seller or its Affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section 6.02 or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee, and it shall not be liable to any Person having an affidavit Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee, based on information provided to the Trustee by the Seller will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations. The foregoing provisions of this Section 6.02(d) shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this Section 6.02 will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC to fail to qualify as a REMIC. Each Tax Matters Person Residual Interest shall at all times be registered in the form name of Exhibit E-2 hereto from the proposed transferorTax Matters Person. (e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, representing but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled by the Certificate Registrar and warranting, among other things, that no proposed transfer is disposed of pursuant to impede the assessment oits standard procedures.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar on behalf of the Trustee, for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust Trust, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar, the Paying Agent and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee, the Paying Agent and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Paying Agent, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(xx) the Depository or the Depositor advises the Securities Administrator Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Certificate Registrar or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the Depositor's expense, Seller’s expense execute on behalf of the Trust and authenticate definitive, fully registered certificates (the “Definitive Certificates”). Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate, other than a Private Certificate sold in an offshore transaction in reliance on Regulation S, shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Any Private Certificates (other than a Class P Certificate) sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the 1933 Act shall be issued only in the form of one or more Definitive Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the transfer of such Definitive Certificates. In the event of any such transfer, made transfer of any Private Certificate (other than a Class P Certificate) in reliance upon an exemption from the 1933 Actform of a Definitive Certificate, (i) the Securities Administrator and transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Depositor shall require (a) the transferor to execute a representation letter (Certificate Registrar, in substantially the form attached hereto as Exhibit F-1J-2) and under the transferee 1933 Act, or (B) such transfer is made to execute an investor representation “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under the 1933 Act (as evidenced by an investment letter (delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit F-2) J-1, and, if so required by the Certificate Registrar and (b) the Depositor, a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be made pursuant to an exemption, describing including a description of the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor Depositor) or (ii) the Securities Administrator Certificate Registrar shall require the transferor to execute a transferor certificate and the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) an investment letter acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor. The Class P Certificate shall only be issued as a Definitive Certificate and shall only be transferred pursuant to clauses (i)(A) and (ii) above. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Registrar, the Securities Administrator Administrator, the Seller and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding In the foregoingcase of a Private Certificate that is a Book-Entry Certificate, no certification for purposes of the preceding paragraph, the representations set forth in the investment letter in clause (i) shall be deemed to have been made to the Certificate Registrar by the transferee’s acceptance of such Private Certificate that is also a Book-Entry Certificate (or Opinion the acceptance by a Certificate Owner of Counsel described the beneficial interest in such Certificate). If any Certificate Owner that is required under this Section 5.02(d6.02(d) will be required to transfer its Class B-4, Class B-5 or Class B-6 Certificates that are Book-Entry Certificates in connection with the first form of Definitive Certificates, (i) notifies the Certificate Registrar of such transfer or exchange and (ii) transfers such Book-Entry Certificates to the Certificate Registrar, in its capacity as such, through the book-entry facilities of the Depository, then the Certificate Registrar shall decrease the balance of such Book-Entry Certificates, or the Certificate Registrar shall use reasonable efforts to cause the surrender to the Certificate Registrar of such Book-Entry Certificates by the Depositor Depository, and thereupon, the Trustee, on behalf of the Trust, shall execute and the Certificate Registrar shall authenticate and deliver to such Certificate Owner or its designee one or more Definitive Certificates in authorized denominations and with a like aggregate Certificate Principal Balance. Subject to the provisions of this Section 6.02(d) governing registration of transfer and exchange Class B-4, Class B-5 and Class B-6 Certificates (i) held as Definitive Certificates may be transferred in the form of Book-Entry Certificates in reliance on Rule 144A (to one or more Qualified Institutional Buyers) or Regulation S under the 1933 Act that are acquiring such Definitive Certificates, their own accounts for or for the accounts of other Qualified Institutional Buyers and (ii) held as Definitive Certificates by a Qualified Institutional Buyer or an Affiliate thereof investor under Regulation S for its own account or for the account of another Qualified Institutional Buyer or Regulation S investor may be exchanged for Book-Entry Certificates, in each case upon surrender of such Certificates for registration of transfer or exchange at the offices of the Certificate Registrar maintained for such purpose. Whenever any Class R Certificatesuch Certificates are so surrendered for transfer or exchange, either the Certificate Registrar shall increase the balance of the related Book-Entry Certificates ,or the Trustee on behalf of the Trust shall execute, and the Depositor Certificate Registrar shall authenticate and deliver, the Book-Entry Certificates for which such Certificates were transferred or exchanged, as necessary and appropriate. No Holder of any such Definitive Certificates other than a Qualified Institutional Buyer or a Regulation S investor holding such Certificates for its own account or for the account of another Qualified Institutional Buyer or Regulation S investor may exchange such Certificates for Book-Entry Certificates. Further, any Certificate Owner of such Book-Entry Certificates other than any such Qualified Institutional Buyers or Regulation S investors shall notify the Certificate Registrar of its status as such and shall transfer such Book-Entry Certificate to the Certificate Registrar, through the book-entry facilities of the Depository, whereupon, and also upon surrender to the Certificate Registrar of such Book-Entry Certificates by the Depository, (which surrender the Certificate Registrar shall use reasonable efforts to cause to occur), the Trustee on behalf of the Trust shall execute, and the Certificate Registrar shall authenticate and deliver, to such Certificate Owner or such Affiliate Certificate Owner’s nominee one or more Definitive Certificates in authorized denominations and with a like aggregate Certificate Principal Balance. None of the Depositor, the Seller, the Securities Administrator, the Certificate Registrar or the Trustee is obligated to register or qualify the Private Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of a Private Certificate shall, and does hereby agree only to make such a transfer to, to an “accredited investor” within indemnify the meaning of Rule 501(d) of Trustee, the 1933 ActSeller, the Securities Administrator, the Depositor and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, Depositor (such requirement is satisfied only by the Securities AdministratorCertificate Registrar’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 I-1 or F-3 heretoI-2, as appropriateapplicable, on which the Securities Administrator and Depositor is authorized to relyhereto), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if such Certificate has been the proposed transfer subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such a Certificates are covered under Sections I and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Certificate and the servicingRegistrar, management and operation which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Depositor or the Trust: (I) , addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities AdministratorCertificate Registrar, the Master Servicer, the Servicer, the Depositor Securities Administrator or the Controlling Class Holder Depositor to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect. In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's ’s acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the DepositorCertificate). Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to To the extent permitted by lawunder applicable law (including, to all rights and obligations as Certificate Owner thereof retroactive to the date but not limited to, ERISA), none of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, Certificate Registrar or the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oDeposit

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust Trust, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Certificate Registrar or the Depositor is unable to locate a qualified successor, successor or (ii) the Depositor, at its sole option, with the consent of the Securities Administratorapplicable Depository Participant, elects elects, in writing, to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of DefaultDepository, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's ’s expense, in the case of (ii) above, or the Seller’s expense, in the case of (i) above, execute on behalf of the Trust and the Certificate Registrar shall authenticate definitive, fully registered certificates (the “Definitive Certificates”). Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Registrar and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Any Private Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the 1933 Act shall be issued only in the form of one or more Definitive Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the transfer of such Definitive Certificates. In the event of any such transfer, made transfer of any Private Certificate in reliance upon an exemption from the 1933 Actform of a Definitive Certificate, (i) the Securities Administrator and transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Depositor shall require (a) the transferor to execute a representation letter (Certificate Registrar, in substantially the form attached hereto as Exhibit F-1J-2) and under the transferee 1933 Act, or (B) such transfer is made to execute an investor representation “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under the 1933 Act (as evidenced by an investment letter (delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit F-2) J-1, and, if so required by the Certificate Registrar and (b) the Depositor, a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be made pursuant to an exemption, describing including a description of the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor Depositor) or (ii) the Securities Administrator Certificate Registrar shall require the transferor to execute a transferor certificate and the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) an investment letter acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor. The Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Registrar, the Securities Administrator Administrator, the Master Servicer, the Seller and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding In the foregoingcase of a Private Certificate that is a Book-Entry Certificate, no certification or Opinion for purposes of Counsel described the preceding paragraph, the representations set forth in this Section 5.02(dthe investment letter in clause (i) will shall be required in connection with deemed to have been made to the first transfer Certificate Registrar by the Depositor transferee’s acceptance of such Private Certificate that is also a Book-Entry Certificate (or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such acceptance by a transfer to, to an “accredited investor” within the meaning of Rule 501(d) Certificate Owner of the 1933 Actbeneficial interest in such Certificate). No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, Depositor (such requirement is satisfied only by the Securities AdministratorCertificate Registrar’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 I-1 or F-3 heretoI-2, as appropriateapplicable, on which the Securities Administrator and Depositor is authorized to relyhereto), to the effect that either (A) such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or an entity deemed to hold the plan assets of the foregoing (collectively, a “Plan”), nor a person acting for, or on behalf of of, any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if an ERISA-Restricted Certificate has been the proposed transfer subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and the purchase and holding of such a Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in case of an ERISA-Restricted Certificate, an Opinion of Counsel satisfactory to the servicingCertificate Registrar, management and operation which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar, the Master Servicer, the Servicer, the Securities Administrator, the Depositor or the Trust: (I) , addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities AdministratorCertificate Registrar, the Master Servicer, the Servicer, the Depositor Securities Administrator or the Controlling Class Holder Depositor to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect. In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's ’s acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class Certificate). None of Certificates) unless the Securities Administrator Trustee, the Certificate Registrar or the Depositor shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 6.02(d) so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. In addition, none of the Trustee, the Certificate Registrar or the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any ERISA-Restricted Certificate in the form of a Book-Entry Certificate, and none of the Trustee, the Certificate (Registrar or interest therein) was effected the Depositor shall have any liability for transfers of Book-Entry Certificates or any interests therein made in violation of the restrictions on transfer described in the Prospectus Supplement and this Section 5.02(dAgreement. (e) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee who acquires such Ownership Interest in a Class A-R Certificate for its own account and not in the capacity as trustee, nominee or agent for another Person and shall promptly notify the Securities Administrator Certificate Registrar and the Trustee of any change or impending change in its status as such a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such may be registered on the Closing Date and no Ownership Interest is in a pro rata undivided interest.Residual Certificate may thereafter be transferred, and the Certificate Registrar shall not register the Transfer of a Residual Certificate unless, in addition to the certificates required to be delivered under subsection (d) above, the Trustee and the Certificate Registrar shall have been furnished with an affidavit (“Transfer Affidavit”) of the initial owner of the Residual Certificate or proposed transferee of a Residual Certificate in the form attached hereto as Exhibit L. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee and the Certificate Registrar shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, them of each of the following: (A) an affidavit a Transferor Certificate in the form of Exhibit E-1 K hereto from the proposed transferee transferor to the effect that the transferor (a) has no knowledge the proposed Transferee is not a Permitted Transferee acquiring an Ownership Interest in such Residual Certificate for its own account and not in a capacity as trustee, nominee, or agent for another Person, and (b) has not undertaken the proposed transfer in whole or in part to impede the assessment or collection of tax. (iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of such Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee and shall, upon discovery that it is the registration of Transfer of such Residual Certificate was not acquiring its Ownership Interest in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the Class R date of registration of transfer of such Residual Certificate. None of the Trustee, the Certificate Registrar or the Depositor shall have any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section so long as the subject Trustee and the Certificate Registrar received the documents specified in clause (iii). The Certificate Registrar shall be entitled to recover from any Holder of the proposed transfer as a nominee, trustee or agent for any Person who is such Residual Certificate that was in fact not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oTransfer

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph which office shall initially be the offices designated by the Trustee and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and the Class R-4 Interest that was evidenced by the Class R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest that was evidenced by the Class R-X Certificate being exchanged. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor is unable to locate a qualified successor, successor or (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Servicer Event of DefaultTermination, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises advise the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at in the Depositor's expensecase of (i) and (ii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment o

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any the office or agency designated in the definition of the Certificate Registrar “Corporate Trust Office” maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Issuing Entity shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agencydesignated office. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust Issuing Entity and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, or (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of a Servicing Default, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises of the Securities Administrator Voting Rights advise the Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's Sponsor’s expense, execute on behalf of the Trust Issuing Entity and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Class M-10 Certificate, Class M-11 Certificate, Class N Certificate, Class DSI Certificate, Class CA Certificate, Class CB Certificate or Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, except with respect to transfers of any Class M-10 Certificate, Class M-11 Certificate, Class N Certificate, Class DSI Certificate, Class CA Certificate, Class CB Certificate or Residual Certificates by or to the Depositor by or to NCFLLC by or to NCFC, or by or to NCFC by or to NCFLLC by or to Greenwich Capital Financial Products, Inc., Wachovia Investment Holdings, LLC, or Newport Funding Corp., unless (i) such transfer is made in reliance upon an exemption from Rule 144A under the 1933 ActAct and an investment letter, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1G, is delivered by the Transferee to the Trustee) and the transferee to execute an investor representation letter or (in substantially the form attached hereto as Exhibit F-2) and (bii) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor is delivered to them stating that such transfer may be made pursuant to (x) the 1933 Act, or an exemptionexemption thereto, describing the applicable provision or exemption and the basis therefortherefore, from and (y) the 1933 Investment Company Act of 1940, or is being made pursuant to an exemption thereto, describing the 1933 Actapplicable provision or exemption and the basis therefore, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator Trustee or the Depositor. The Holder of a Private Class M-10 Certificate, Class M-11 Certificate, Class N Certificate, Class DSI Certificate, Class CA Certificate, Class CB Certificate or Residual Certificate desiring to effect such transfer shall, shall indemnify and does hereby agree to, indemnify hold harmless the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding The Class I Certificates shall be registered in the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) name of the 1933 ActSupplemental Interest Trust and shall not be transferable. No transfer of an ERISA-Restricted a Class M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9 Certificate, Class M-10 Certificate, Class M-11 Certificate, Class N Certificate, Class DSI Certificate, Class CA Certificate, Class CB Certificate or Residual Certificate or any interest therein shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificateto any Plan or to any Person acting, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositordirectly or indirectly, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using acquiring such Certificates with “plan assets” of a Plan within the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation meaning of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption regulation promulgated at 29 C.F.R. § 2510.3-101 or otherwise (“PTCEPlan Assets”) 84-14 (Class Exemption for Plan Asset Transactions Determined ). Each Person who acquires any Ownership Interest in such Classes of Certificates shall be deemed, by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts)the acceptance or acquisition of such Ownership Interest, PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will to represent that it is not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan and is not acting, directly or a Plan Investorindirectly, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of acquiring such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing Ownership Interest with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions Assets. The foregoing restrictions shall not apply to the availability transfer of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitchany Class ▇-▇, ▇▇▇▇▇ ▇'▇ -▇, Class M-8 or S&PClass M-9 Certificate that has been sold pursuant to a Qualified Underwriting, provided such transfer satisfies the other conditions under an Underwriter Exemption. The foregoing restrictions shall not apply to the transfer of any Class M-10 Certificate or (iii) (1) it Class M-11 Certificate that has been sold pursuant to a Qualified Underwriting, provided such transfer is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in (within the meaning of PTCE 95-60, ) and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (Reallocations are not, in and of themselves, “transfers, sales, pledges or any interest therein) is acquired or held in violation other dispositions” of the provisions related Classes requiring any action pursuant to this Section 5.02. The Depositor agrees to provide, upon request of Section 5.02(d) aboveany holder of a private Certificate or of any prospective purchaser of a private Certificate designated by such holder, then the last preceding transferee that is in compliance with such provisions shall be restored, at or prior to the extent permitted by lawtime of sale, to all rights and obligations as Certificate Owner thereof retroactive to reasonably current information concerning the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund Issuing Entity and the Controlling Class Holder from and against any and all liabilitiesMortgage Loans, claims, costs or expenses incurred by such parties as a result of such acquisition or holdingmore specifically detailed pursuant to Rule 144A(d) under the 1933 Act. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro pro-rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 H hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee Trustee or agent for any Person who is not a Permitted Transferee, and ; and (B) an affidavit in the form of Exhibit E-2 I hereto from the proposed transferor, representing and warranting, among other things, transferor to the effect that no proposed purpose of the transfer is to impede the assessment oor collection of any tax. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Depositor to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and the Depositor and neither of them shall be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee upon receipt of reasonable compensation will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this Section will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC created hereunder to fail to qualify as a REMIC. (e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be cancelled by the Certificate Registrar and disposed of pursuant to its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Securities Administrator shall cause to be kept at the its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar Securities Administrator maintained for such purpose pursuant to the foregoing paragraph for certificate transfer and surrender purposes, and, in the case of a the Group II Junior Subordinate Certificates, Class R CertificateI-CE Certificates, the Class I-P Certificates, Class II-P Certificates or the Residual Certificates, upon satisfaction of the conditions set forth in Sections 6.3(d), (e) and (f) below, as applicable, the Securities Administrator on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations Authorized Denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate RegistrarAdministrator) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) belowherein, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee and the Securities Administrator shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee, the Securities Administrator and its either the Trustee’s or the Securities Administrator’s agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Master Servicer Event of Default, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 5166% advises advise the Securities Administrator and Depository through the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners, the Securities Administrator shall notify all Holders of Book-Entry Certificates of the occurrence of any such event and of the availability of definitive, fully registered Certificates (“Definitive Certificates”) to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Securities Administrator of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, at the Depositor's ’s expense, in the case of (i) and (ii) above, or the Master Servicer’s expense, in the case of (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither None of the Depositor nor Depositor, the Master Servicer, the Trustee or the Securities Administrator 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, the Trustee, the Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Master Servicer and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer No Transfer of the Private Certificates by the Depositora Group II Junior Subordinate Certificate, no transferClass I-CE Certificate, saleClass I-P Certificate, pledge Class II-P Certificate or other disposition of any Private Residual Certificate shall be made unless such disposition Transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), ) and any applicable state securities laws or is made in accordance with exempt from the registration requirements under the 1933 Act and such state securities laws. In the event of any such transfer, made transfer in reliance upon an exemption from the 1933 ActAct and such state securities laws, (i) in order to assure compliance with the 1933 Act and such state securities laws, the Certificateholder desiring to effect such Transfer and such Certificateholder’s prospective Transferee shall each certify to the Securities Administrator in writing the facts surrounding the Transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and the Depositor shall require (ax) the transferor to execute deliver a representation letter (in substantially the form attached hereto as of either Exhibit F-1E (the “Investment Letter”) or Exhibit F (the “Rule 144A Letter”) or (y) there shall be delivered to the Depositor and the transferee to execute Securities Administrator an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator and the Depositor that such transfer Transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Securities Act, which Opinion of Counsel shall not be an expense of the TrusteeDepositor, the Seller, the Master Servicer, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the DepositorTrustee. The Each Holder of a Private Group II Junior Subordinate Certificate, Class I-CE Certificate, Class I-P Certificate, Class II-P Certificate or Residual Certificate desiring to effect such transfer Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Seller, the Securities Administrator and the Depositor Master Servicer against any liability that may result if the transfer Transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d. (e) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator shall have received in accordance with Exhibit C or Exhibit O as applicable, either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA a Plan or a plan subject to Section 4975 of the Code (collectivelyPerson acquiring such ERISA-Restricted Certificate for, a “Plan”), nor a person acting on behalf of or with the assets of, any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer Plan, (a “Benefit Plan Investor”), or (B) the proposed transfer and holding which representation letter shall not be an expense of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or Trust Fund, (ii) in the case of an ERISA-Restricted Certificate, if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Benefit Plan or Investor without a Plan Investorrepresentation as required above, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Depositor, the Seller, the Trustee, the Securities Administrator, the Servicer, the Depositor Master Servicer or the Controlling Class Holder Securities Administrator to any obligation in addition to those expressly undertaken in this Agreement or Agreement, which Opinion of Counsel shall not be an expense of such parties. In the event the representations referred to any liability. For purposes of clause (i) of in the preceding sentencesentence are not furnished, such representations shall be deemed to have been made to the Trustee and the Securities Administrator by the transferee's ’s acceptance of an ERISA-Restricted Certificate (by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a Benefit Plan Investor is attempted without the acceptance by a Certificate Owner delivery to the Securities Administrator of the beneficial interest Opinion of Counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. No transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Cap Agreement, the Swap Agreement (and, in any such the case of the Class I-A-1 Certificates, the termination of Certificatesthe Class I-A-1 Swap Agreement, the Cap Agreement and the Swap Agreement) shall be made unless the Securities Administrator shall have received a representation letter from the transferee an alternative representation acceptable of such Certificate, substantially in the form and substance set forth in Exhibit O, to the Depositoreffect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) prior to the termination of the Cap Agreement and the Swap Agreement (and, in the case of the Class I-A-1 Certificates, the termination of the Class I-A-1 Swap Agreement, the Cap Agreement and the Swap Agreement), the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 95-60 or PTCE 96-23, the statutory exemption in the non-fiduciary service providers under Section 408(b)(17) of ERISA or some other applicable statutory or administrative exemption. Notwithstanding anything else to the contrary herein, any purported transfer of a an ERISA-Restricted Trust Certificate to or on behalf of a Plan or Plan Investor in violation without the delivery to the Securities Administrator of this paragraph a representation letter as described above shall be void and of no effect. Any transferee of an If the ERISA-Restricted Trust Certificate which is a Book-Entry Certificate Certificate, the transferee will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not made a Plan Investor or (b) such transferee meets the requirements representation as provided in (i)(B) of the immediately preceding this paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any BookERISA-Entry Certificate (Restricted Trust Certificate, or any interest therein) , is acquired or held in violation of the provisions of Section 5.02(d) abovethe preceding paragraph, then the last next preceding transferee permitted beneficial owner will be treated as the beneficial owner of that is in compliance with such provisions shall be restoredCertificate, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability transfer to any Person for making any payments due on such Certificate to such preceding transfereethe purported beneficial owner. Any purported Certificate Owner beneficial owner whose acquisition or holding of any Bookan ERISA-Entry Certificate (Restricted Trust Certificate, or interest therein) , was effected in violation of the restrictions in this Section 5.02(d) provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Depositor, the Seller, the Trustee, the Master Servicer or the Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder Administrator from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Neither the Trustee nor the Securities Administrator shall have any liability to any Person for any registration of transfer of any ERISA-Restricted Certificate or ERISA-Restricted Trust Certificate that is in fact not permitted by this Section 6.3(e) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Securities Administrator in accordance with the foregoing requirements. (f) Each Person who has or who acquires any Ownership Interest in Transferee of a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such the related Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in Transferee of a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate such Transferee shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class I-R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 C hereto from the proposed transferee Transferee to the effect that such transferee Transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, ; and (B) a covenant of the proposed Transferee to the effect that the proposed Transferee agrees to be bound by and an affidavit to abide by the transfer restrictions applicable to the Residual Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the form purported Transferee. If any purported Transferee shall, in violation of Exhibit E-2 hereto from the proposed transferorprovisions of this Section, representing and warrantingbecome a Holder of a Residual Certificate, among other thingsthen the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that no proposed the registration of transfer is of such Residual Certificate was not in fact permitted by this Section, be restored to impede all rights as Holder thereof retroactive to the assessment odate of

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph paragraph, and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, Agreement the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor Seller advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (ii) the DepositorSeller, at its sole option, with the consent of the Securities Administrator, option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Offered Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “"Definitive Certificates”") to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry each Class of Offered Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the DepositorSeller's expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor Seller nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Agent, the Certificate Insurer and the Depositor Seller shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Class BIO Certificates and the Residual Certificates by the DepositorSeller, no transfer, sale, pledge or other disposition of any Private Class BIO Certificates or any Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made other than the transfer of the Tax Matters Person Residual Interest to the Trustee in reliance upon an exemption from Rule 144A under the 1933 Act, the Trustee and the Seller shall require either (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Servicer or the Depositor Seller or (ii) the Securities Administrator Trustee shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3M) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit N-1 or N-2) acceptable to and in form and substance reasonably satisfactory to the Depositor Seller and the Securities Administrator Trustee certifying to the Depositor Seller and the Securities Administrator Trustee the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Trustee, the Servicer or the DepositorSeller. The Holder of a Private Class BIO Certificates or a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee and the Depositor Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-ERISA Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation from the transferee of such Certificate, Certificate acceptable to and in form and substance satisfactory to the Securities Administrator and the DepositorTrustee, (such requirement is satisfied only by the Securities Administrator’s Trustee's receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 N-1 or F-3 heretoExhibit N-2, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectivelyCode, a “Plan”), nor or a person acting on behalf of any such Plan plan or arrangement nor or using the assets of any such Plan plan or arrangement to effect such transfer (a “"Benefit Plan Investor”), ") or (Bii) if an ERISA Restricted Certificate which is an Offered Certificate is being purchased by an insurance company, a representation that an insurance company is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") and that the proposed transfer purchase and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not Certificates are covered under an individual or class prohibited transaction exemption including but not limited to Department Sections I and III of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (iiiii) if an ERISA Restricted Certificate which is an Offered Certificate is purchased by a Benefit Plan Investor, a representation that the Benefit Plan Investor understands that the eligibility of the Certificates for purchase is conditioned upon such Certificates being rated at least "BBB-" at the time of acquisition of such Certificates by the Benefit Plan Investor or (iv) in the case of any such ERISA-ERISA Restricted Certificate presented for registration in the name of a Plan or a Benefit Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator Trustee, which Opinion of Counsel shall not be an expense of either the Securities Administrator Trustee or the Trust, addressed to the Securities AdministratorTrustee, to the effect that the purchase or holding of such ERISA Restricted Certificate will not result in the assets prohibited transactions under ERISA and/or Section 4975 of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, the representation required by clause (i), (ii) or (iii) above with respect to any ERISA Restricted Certificate that is a Book-Entry Certificate shall be deemed to have been made by the Certificate Owner by virtue of such Certificate Owner's acquisition of such Certificate; and any purported transfer of a ERISA-an ERISA Restricted Certificate to or on behalf of a Plan or Benefit Plan Investor in violation pursuant to clause (iv) above without the delivery to the Trustee of this paragraph an Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor Seller or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto G from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee; and (B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section 6.02, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 6.02, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02 or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of the Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Seller to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Seller or its Affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section 6.02 or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee, and it shall not be liable to any Person having an affidavit Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee, based on information provided to the Trustee by the Seller will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations. The foregoing provisions of this Section 6.02(d) shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this Section 6.02 will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC to fail to qualify as a REMIC. Each Tax Matters Person Residual Interest shall at all times be registered in the form name of Exhibit E-2 hereto from the proposed transferorTax Matters Person. (e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, representing and warranting, among other things, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that no proposed may be imposed in connection with any transfer is to impede the assessment oor exchange of Certificates. Al

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Securities Administrator shall cause to be kept at the its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon The Securities Administrator may appoint any other Person to act as Certificate Registrar hereunder. Subject to Section 5.05, upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Securities Administrator or at any other office or agency of the Certificate Registrar Securities Administrator maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowpurpose, the Securities Administrator on behalf of shall execute and the Securities Administrator Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in of the same Class with the same and authorized denominations and the same a like aggregate Percentage InterestsInterest, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of and cause the Trust and Certificate Registrar to authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate RegistrarAdministrator) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. . No service charge to the Certificateholders shall be made for any transfer or exchange of Certificates (b) Except except as provided in paragraph (c) belowthe Exchange Agreement), the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator shall for all purposes deal with the Depository as representative of the Certificate Owners for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) but the Securities Administrator may rely require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for transfer and exchange shall be fully protected in relying upon information furnished destroyed by the Depository with respect to its Depository Participants and furnished by Certificate Registrar. The Securities Administrator will cause the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and Registrar (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by unless the Securities Administrator and its agents, employees, officers and directors is acting as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”Registrar) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, at the Depositor's expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory provide notice to the Securities Administrator and the Depositor that such of each transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless Registrar will provide the Securities Administrator shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not with an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 updated copy of the Code (collectively, a “Plan”), nor a person acting Certificate Register on behalf of any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer January 1 and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-July 1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transfereeyear. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment o

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Securities Administrator shall cause to be kept at the its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar Securities Administrator maintained for such purpose pursuant to the foregoing paragraph for certificate transfer and surrender purposes, and, in the case of a the Class CE Certificates, the Class P Certificates or the Class R CertificateCertificates, upon satisfaction of the conditions set forth in Sections 5.3(d), (e) and (f) below, as applicable, the Securities Administrator on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations Authorized Denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate RegistrarAdministrator) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) belowherein, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee and the Securities Administrator shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee, the Securities Administrator and its either the Trustee’s or the Securities Administrator’s agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Master Servicer Event of Default, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 5166% advises advise the Securities Administrator and Depository through the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners, the Securities Administrator shall notify all Holders of Book-Entry Certificates of the occurrence of any such event and of the availability of definitive, fully registered Certificates (“Definitive Certificates”) to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Securities Administrator of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, at the Depositor's ’s expense, in the case of (i) and (ii) above, or the Master Servicer’s expense, in the case of (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither None of the Depositor nor Depositor, the Master Servicer, the Trustee, the Securities Administrator or the NIMS Insurer, if any, 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, the Trustee, the Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Master Servicer and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer No Transfer of the Private Certificates by the Depositora Class CE Certificate, no transfer, sale, pledge Class P Certificate or other disposition of any Private Class R Certificate shall be made unless such disposition Transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), ) and any applicable state securities laws or is made in accordance with exempt from the registration requirements under the 1933 Act and such state securities laws. In the event of any such transfer, made transfer in reliance upon an exemption from the 1933 ActAct and such state securities laws, in order to assure compliance with the 1933 Act and such state securities laws, the Certificateholder desiring to effect such Transfer and such Certificateholder’s prospective Transferee shall each certify to the Securities Administrator in writing the facts surrounding the Transfer in substantially the forms set forth in Exhibit D (ithe “Transferor Certificate”) and (x) deliver a letter in substantially the form of either Exhibit E (the “Investment Letter”) or Exhibit F (the “Rule 144A Letter”) or (y) there shall be delivered to the Depositor, the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute NIMS Insurer, if any, an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Depositor, the Securities Administrator and the Depositor NIMS Insurer, if any, that such transfer Transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Securities Act, which Opinion of Counsel shall not be an expense of the TrusteeDepositor, the Seller, the Master Servicer, the Securities Administrator Administrator, the Trustee or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transferNIMS Insurer, which certificate shall not be an expense of the Securities Administrator or the Depositorif any. The Each Holder of a Private Class CE Certificate, Class P Certificate or Class R Certificate desiring to effect such transfer Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Seller, the Securities Administrator Administrator, the Master Servicer and the Depositor NIMS Insurer, if any, against any liability that may result if the transfer Transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d. (e) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator shall have received in accordance with Exhibit C or Exhibit O as applicable, either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA a Plan or a plan subject to Section 4975 of the Code (collectivelyPerson acquiring such ERISA-Restricted Certificate for, a “Plan”), nor a person acting on behalf of or with the assets of, any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer Plan, (a “Benefit Plan Investor”), or (B) the proposed transfer and holding which representation letter shall not be an expense of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or Trust Fund, (ii) in the case of an ERISA-Restricted Certificate, if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Benefit Plan or Investor without a Plan Investorrepresentation as required above, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either and the Securities Administrator or the TrustNIMS Insurer, addressed to the Securities Administratorif any, to the effect that the purchase or holding of such Certificate will not result in the assets prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Depositor, the Sponsor, the Trustee, the Securities AdministratorMaster Servicer, the any Servicer, the Depositor Securities Administrator or the Controlling Class Holder NIMS Insurer, if any, to any obligation in addition to those expressly undertaken in this Agreement or Agreement, which Opinion of Counsel shall not be an expense of such parties. In the event the representations referred to any liability. For purposes of clause (i) of in the preceding sentencesentence are not furnished, such representations shall be deemed to have been made to the Trustee and the Securities Administrator by the transferee's ’s acceptance of an ERISA-Restricted Certificate (by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a Benefit Plan Investor is attempted without the acceptance by a Certificate Owner delivery to the Securities Administrator of the beneficial interest in any Opinion of Counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. No transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Class of Certificates) A-1 Swap Agreement, the Floor Agreement and the Certificate Swap Agreement shall be made unless the Securities Administrator shall have received a representation letter from the transferee an alternative representation acceptable of such Certificate, substantially in the form and substance set forth in Exhibit O, to the Depositoreffect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) prior to the termination of the Class A-1 Swap Agreement, Floor Agreement and Certificate Swap Agreement, the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 95-60 or PTCE 96-23, the statutory exemption in the non-fiduciary service providers under Section 408(b)(17) of ERISA or some other applicable statutory or administrative exemption. Notwithstanding anything else to the contrary herein, any purported transfer of a an ERISA-Restricted Trust Certificate to or on behalf of a Plan or Plan Investor in violation without the delivery to the Securities Administrator of this paragraph a representation letter as described above shall be void and of no effect. Any transferee of an If the ERISA-Restricted Trust Certificate which is a Book-Entry Certificate Certificate, the transferee will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not made a Plan Investor or (b) such transferee meets the requirements representation as provided in (i)(B) of the immediately preceding this paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any BookERISA-Entry Certificate (Restricted Trust Certificate, or any interest therein) , is acquired or held in violation of the provisions of Section 5.02(d) abovethe preceding paragraph, then the last next preceding transferee permitted beneficial owner will be treated as the beneficial owner of that is in compliance with such provisions shall be restoredCertificate, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability transfer to any Person for making any payments due on such Certificate to such preceding transfereethe purported beneficial owner. Any purported Certificate Owner beneficial owner whose acquisition or holding of any Bookan ERISA-Entry Certificate (Restricted Trust Certificate, or interest therein) , was effected in violation of the restrictions in this Section 5.02(d) provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Depositor, the Sponsor, the Trustee, Securities Administratorthe Master Servicer, the any Servicer, the Trust Fund Securities Administrator and the Controlling Class Holder NIMS Insurer, if any, from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Neither the Trustee nor the Securities Administrator shall have any liability to any Person for any registration of transfer of any ERISA-Restricted Certificate or ERISA-Restricted Trust Certificate that is in fact not permitted by this Section 5.3(e) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Securities Administrator in accordance with the foregoing requirements. (f) Each Person who has or who acquires any Ownership Interest in Transferee of a Class R Certificate shall be deemed by the acceptance or acquisition of such the related Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in Transferee of a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate such Transferee shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 C hereto from the proposed transferee Transferee to the effect that such transferee Transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, ; and (B) a covenant of the proposed Transferee to the effect that the proposed Transferee agrees to be bound by and an affidavit to abide by the transfer restrictions applicable to the Class R Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Class R Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the form purported Transferee. If any purported Transferee shall, in violation of Exhibit E-2 hereto from the proposed transferorprovisions of this Section, representing and warrantingbecome a Holder of a Class R Certificate, among other thingsthen the prior Holder of such Class R Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Class R Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Class R Certificate. The Securities Administrator shall be under no proposed liability to any Person for any registration of transfer is to impede the assessment oof a Class R

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar on behalf of the Trustee, for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator on behalf of the Securities Administrator Trust Fund shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust Fund, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar, any NIMS Insurer, the Paying Agent and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of such Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee, the Paying Agent and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Paying Agent, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(xx) the Depository or the Depositor advises the Securities Administrator Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Certificate Registrar or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, shall at the Depositor's expense, Seller’s expense execute on behalf of the Trust Fund and authenticate definitive, fully registered certificates (the “Definitive Certificates”). Neither the Depositor nor the Securities Administrator 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, the Trustee shall notify any NIMS Insurer of the availability of Definitive Certificates and the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate, other than a Private Certificate (other than the Residual Certificate) sold in an offshore transaction in reliance on Regulation S, shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Securities Act and laws. Any Private Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued only in the form of one or more Definitive Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the transfer of such Definitive Certificates. In the event of any such transfer, made transfer of any Private Certificate in reliance upon an exemption from the 1933 Actform of a Definitive Certificate, (i) the Securities Administrator and transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Depositor shall require (a) the transferor to execute a representation letter (Certificate Registrar, in substantially the form attached hereto as Exhibit F-1J-2) and under the transferee Securities Act, or (B) such transfer is made to execute an investor representation “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under the Securities Act (as evidenced by an investment letter (delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit F-2) J-1, and, if so required by the Certificate Registrar and (b) the Depositor, a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be made pursuant to an exemption, describing including a description of the applicable exemption and the basis therefor, from the 1933 Securities Act or is being made pursuant to the 1933 Securities Act, which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor Depositor) or (ii) the Securities Administrator Certificate Registrar shall require the transferor to execute a transferor certificate and the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) an investment letter acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Trust Fund, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor. The Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Registrar, the Securities Administrator Administrator, the Seller and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding In the foregoingcase of a Private Certificate that is a Book-Entry Certificate, no certification or Opinion for purposes of Counsel described the preceding paragraph, the representations set forth in this Section 5.02(dthe investment letter in clause (i) will shall be required in connection with deemed to have been made to the first transfer Certificate Registrar by the Depositor transferee’s acceptance of such Private Certificate that is also a Book-Entry Certificate (or an Affiliate thereof the acceptance by a Certificate Owner of the beneficial interest in such Certificate). None of the Depositor, the Seller, the Securities Administrator, the Certificate Registrar or the Trustee is obligated to register or qualify the Private Certificates under the Securities Act or any Class R Certificateother securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of a Private Certificate shall, and does hereby agree to, indemnify the Trustee, the Seller, the Securities Administrator, the Depositor and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Actfederal and state laws. No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, Depositor (such requirement is satisfied only by the Securities AdministratorCertificate Registrar’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 I-1 or F-3 heretoI-2, as appropriateapplicable, on which the Securities Administrator and Depositor is authorized to relyhereto), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if such Certificate has been the proposed transfer subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such a Certificates are covered under Sections I and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Certificate and the servicingRegistrar, management and operation which Opinion of Counsel shall not be an expense of the Trust: (I) Trustee, the Securities Administrator, the Certificate Registrar, the Master Servicer, any NIMS Insurer, the Depositor or the Trust Fund, addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the ServicerCertificate Registrar, any NIMS Insurer, the Depositor Master Servicer or the Controlling Class Holder Depositor to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect. In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's ’s acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class Certificate). No transfer of Certificates) an ERISA-Restricted Trust Certificate prior to the termination of the Final Maturity Reserve Trust shall be made unless the Securities Administrator Certificate Registrar shall have received a representation letter from the transferee an alternative representation acceptable of such Certificate, substantially in the form and substance set forth in Exhibit I-2, to the Depositoreffect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 95-60 or PTCE 96-23 or the non-fiduciary service provider exemption under Section 408(b)(17) of ERISA or some other applicable exemption. Notwithstanding anything else to the contrary herein, any purported transfer of a an ERISA-Restricted Trust Certificate prior to the termination of the Final Maturity Reserve Trust to or on behalf of a Plan or Plan Investor in violation without the delivery to the Certificate Registrar of this paragraph a representation letter as described above shall be void and of no effect. Any transferee of an If the ERISA-Restricted Trust Certificate which is a Book-Entry Certificate Certificate, the transferee will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not made a Plan Investor or (b) such transferee meets the requirements representation as provided in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either clause (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Laborthis paragraph, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfiedapplicable. If any BookERISA-Entry Certificate (Restricted Trust Certificate, or any interest therein) , is acquired or held in violation of the provisions of Section 5.02(d) abovethe preceding paragraph, then the last next preceding transferee permitted beneficial owner will be treated as the beneficial owner of that is in compliance with such provisions shall be restoredCertificate, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability transfer to any Person for making any payments due on such Certificate to such preceding transfereethe purported beneficial owner. Any purported Certificate Owner beneficial owner whose acquisition or holding of any Bookan ERISA-Entry Certificate (Restricted Trust Certificate, or interest therein) , was effected in violation of the restrictions in this Section 5.02(d) provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund Depositor and the Controlling Class Holder Certificate Registrar from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R To the extent permitted under applicable law (including, but not limited to, ERISA), the Certificate Registrar shall be deemed by the acceptance or acquisition under no liability to any Person for any registration of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R ERISA-Restricted Trust Certificate that is in fact not permitted by this Section or for making any payments due on such Certificate to the subject Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. To the extent permitted under applicable law (including, but not limited to, ERISA), none of the proposed transfer as a nomineeTrustee, trustee the Certificate Registrar or agent the Depositor shall have any liability to any Person for any Person who registration of transfer of any ERISA-Restricted Certificate that is in fact not a Permitted Transfereepermitted by this Section 6.02(d) or for the Paying Agent making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. In addition, and an affidavit in none of the form of Exhibit E-2 hereto from Trustee, the proposed transferorCertificate Registrar or the Depositor shall be required to monitor, representing and warranting, among other things, that no proposed determine or inquire as to compliance with the transfer is restrictions with respect to impede the assessment oany

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities AdministratorTrustee, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “"Definitive Certificates”") to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator Trustee and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Trustee or the Depositor or (ii) the Securities Administrator Trustee shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Trustee certifying to the Depositor and the Securities Administrator Trustee the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator Trustee or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “"accredited investor” " within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Trustee and the Depositor, (such requirement is satisfied only by the Securities Administrator’s Trustee's receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator Trustee and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “"Plan”"), nor a person acting on behalf of any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “"Plan Investor”"), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“"PTCE”") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, Servicer or the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator Trustee which Opinion of Counsel shall not be an expense of either the Securities Administrator Trustee or the Trust, addressed to the Securities AdministratorTrustee, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “"Plan assets” " and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, Servicer or the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator Trustee by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator Trustee shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“"Exemption”"), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “"BBB-” " (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) ) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “"insurance company general account,” " as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator Trustee shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, Servicer and the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oor collection of tax; (B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Class R Certificates. (C) Any attempted or purported transfer of any Ownership Interest in a Class R Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a Class R Certificate, then the prior Holder of such Class R Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Class R Certificate was not in fact permitted by this Section,

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph paragraphs (c) and (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letters of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities AdministratorDepository Participants and the Trustee, elects to terminate the book-entry system through the Depository (with respect to some or all of the Book-Entry Certificates) or (iii) after the occurrence of an a Master Servicer Event of DefaultTermination, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's ’s expense, in the case of (ii) above, or the related Seller’s expense, in the case of (i) and (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. In addition, if a Master Servicer Event of Termination has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner’s Percentage Interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner’s interest in such Class of Certificates for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Trustee of instruction from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificates and any other information reasonable required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant’s account by the aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner’s Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the Definitive Certificates. Neither the Depositor nor the Securities Administrator Trustee shall be liable for any delay in delivery of such instructions any instruction required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee, Securities Administrator, the Certificate Registrar, the Master Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. . (i) In the event of any such transfer, (A) if such transfer is made in reliance upon an exemption from Rule 144A under the 1933 Act, (i) the Securities Administrator and the Depositor Trustee shall require (a) the transferor to execute a representation transferor certificate in substantially the form attached hereto as Exhibit F-2 and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit F-1, or (B) and (1) (x) if such transfer is made to an institutional “accredited investor” within the transferee meaning of within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the 1933 Act (in the case of a Class A-5, Class A-6, Class B-1, Class B-4 or Class B-5 Certificate) or (y) if such transfer is made to an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant to the 1933 Act (in the case of a Class B-6 Certificate), the Trustee shall require the transferor to execute an investor representation letter a transferor certificate (in substantially the form attached hereto as Exhibit F-2) and the transferee to execute an investment letter (bin substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor and (2) the Trustee and the Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator Trustee or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (ii) If any such transfer of a Private Certificate held by the related transferor and also to be held by the related transferee in the form of a Book-Entry Certificate is to be made without registration under the Securities Act, the transferor will be deemed to have made as of the transfer date each of the representations and warranties set forth on Exhibit F-2 hereto in respect of such Private Certificate and the transferee will be deemed to have made as of the transfer date each of the representations and warranties set forth on Exhibit F-1 hereto in respect of such Private Certificate. (iii) No transfer of any Private Certificate that is a Book-Entry Certificate or interest therein shall be made by any related Certificate Owner except (A) in the manner set forth in clause (ii) above and in reliance on Rule 144A under the 1933 Act to a “qualified institutional buyer” that is acquiring such Book-Entry Certificate for its own account or for the account of another “qualified institutional buyer” or (B) in the manner set forth in clause (i) above and in the form of a Definitive Certificate. Notwithstanding the foregoing, no certification or Opinion of Counsel described in If any Certificate Owner that is required under this Section 5.02(d) will be required to transfer its Book-Entry Certificates in connection with the first form of Definitive Certificates, (i) notifies the Trustee of such transfer or exchange and (ii) transfers such Book-Entry Certificates to the Trustee, in its capacity as such, through the book-entry facilities of the Depository, then the Trustee shall decrease the balance of such Book-Entry Certificates or, the Trustee shall use reasonable efforts to cause the surrender to the Certificate Registrar of such Book-Entry Certificates by the Depositor or an Affiliate thereof of any Class R CertificateDepository, and thereupon, the Depositor Trustee shall execute, authenticate and deliver to such Certificate Owner or its designee one or more Definitive Certificates in authorized denominations and with a like aggregate principal amount. Subject to the provisions of this Section 5.02(d) governing registration of transfer and exchange, Private Certificates (i) held as Definitive Certificates may be transferred in the form of Book-Entry Certificates in reliance on Rule 144A under the 1933 Act to one or more “qualified institutional buyers” that are acquiring such Definitive Certificates for their own accounts or for the accounts of other “qualified institutional buyers” and (ii) held as Definitive Certificates by a “qualified institutional buyer” for its own account or for the account of another “qualified institutional buyer” may be exchanged for Book-Entry Certificates, in each case upon surrender of such Private Certificates for registration of transfer or exchange at the offices of the Trustee maintained for such purpose. Whenever any such Private Certificates are so surrendered for transfer or exchange, either the Trustee shall increase the balance of the related Book-Entry Certificates or the Trustee shall execute, authenticate and deliver the Book-Entry Certificates for which such Private Certificates were transferred or exchanged, as necessary and appropriate. No Holder of Definitive Certificates other than a “qualified institutional buyer” holding such Certificates for its own account or for the account of another “qualified institutional buyer” may exchange such Private Certificates for Book-Entry Certificates. Further, any Certificate Owner of a Book-Entry Certificate other than any such “qualified institutional buyers” shall notify the Trustee of its status as such and shall transfer such Book-Entry Certificate to the Trustee, through the book-entry facilities of the Depository, whereupon, and also upon surrender to the Trustee of such Book-Entry Certificate by the Depository, (which surrender the Trustee shall use reasonable efforts to cause to occur), the Trustee shall execute, authenticate and deliver to such Certificate Owner or such Affiliate hereby agree only to make such Certificate Owner’s nominee one or more Definitive Certificates in authorized denominations and with a transfer to, to an “accredited investor” within the meaning of Rule 501(dlike aggregate principal amount. (e) of the 1933 Act. No purchase or transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Trustee and the Depositor, (such requirement is satisfied only by the Securities AdministratorTrustee’s receipt of a representation letter from the transferee (in the case of a Class B-4, Class B-5 or Class B-6 Certificate) substantially in the form of Exhibit F-2 G-1 hereto or F-3 heretoreceipt of a representation from the transferee (in the case of a Class R Certificate) substantially in the form of paragraph (xvii) of Exhibit F-4, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (Aa) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (each, a “Plan Investor”), ) or (Bb) in the proposed transfer and holding case of a Class B-4, Class B-5 or Class B-6 Certificate, the purchase of such a Certificate and the servicingby or on behalf of such Plan Investor is permissible under applicable law, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder Master Servicer to any obligation in addition to those undertaken in the Agreement and the following conditions are satisfied: (I) the transferee is an insurance company, (II) the source of funds used to purchase such Certificates is an “insurance company general account” (as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60) and (III) the conditions set forth in Section III of PTCE 95-60 and all other applicable conditions of PTCE 95-60 have been satisfied and as a result the acquisition and holding of such Certificates will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oregis

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph paragraph, and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar Registrar, and be duly executed by, by the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest that was evidenced by the Class R Certificate being exchanged. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, Agreement the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor Seller advises the Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor Seller is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administratorrelated Depository Participants, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Offered Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) issued to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry each Class of Offered Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, shall at the Depositor's Seller’s expense, execute on behalf of the Trust execute, authenticate and authenticate deliver the Definitive Certificates. Neither the Depositor Seller nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Agent, the Depositor, the Master Servicer, the Securities Administrator and the Depositor Seller shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to (i) the initial transfer of any Private Certificate by the Depositor to an Affiliate of the Depositor, (ii) the transfer of any such Private Certificate to the issuer under the Indenture or the indenture trustee under the Indenture, (iii) a transfer of any such Private Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor and (iv) the initial transfer of the Private Residual Certificates by to the DepositorSeller, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Securities Act and applicable state securities laws. In the event of any such transfer, made transfer in reliance upon an exemption from Rule 144A under the 1933 Securities Act, the Securities Administrator, the Depositor and the Seller shall require either (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar, the Securities Administrator Administrator, the Depositor and the Depositor Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, therefor from the 1933 Act Securities Act, or is being made pursuant to the 1933 Securities Act, which Opinion of Counsel shall not be an expense of the Certificate Registrar, the Trustee, the Servicer, the Master Servicer, the Securities Administrator Administrator, the Depositor or the Depositor Seller or (ii) the Securities Administrator Certificate Registrar shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3J) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit H-1 or H-2) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar, the Seller, Depositor and the Securities Administrator certifying to the Depositor and Certificate Registrar, the Seller, Depositor, the Securities Administrator and the Trustee the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Certificate Registrar, the Trustee, the Servicer, the Master Servicer, the Securities Administrator Administrator, the Depositor or the DepositorSeller. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Certificate Registrar, the Trustee, the Depositor, the Securities Administrator and the Depositor Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion in the event of Counsel described any such transfer of any Ownership Interest in this Section 5.02(d) will any Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Ownership Interest by the Depositor, such transfer shall be required to be made in connection with reliance upon Rule 144A under the first transfer by the Depositor or an Affiliate thereof of any Class R CertificateSecurities Act, and the Depositor transferor will be deemed to have made each of the transferor representations and warranties set forth in Exhibit J hereto in respect of such interest as if it was evidenced by a Definitive Certificate and the transferee will be deemed to have made each of the transferee representations and warranties set forth in Exhibit H-1 or H-2 hereto in respect of such Affiliate interest as if it was evidenced by a Definitive Certificate. The Certificate Owner of any such Ownership Interest in any such Book-Entry Certificate desiring to effect such transfer shall, and does hereby agree only to make such a transfer to, to an “accredited investor” within indemnify the meaning of Rule 501(d) of Trustee and the 1933 ActDepositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of an ERISA-Restricted any Class C Certificate shall be made unless the Securities Administrator shall have received either (i) a representation from the proposed transferee of such Certificate, acceptable to and in form and substance satisfactory Class C Certificate (1) provides to the Securities Administrator and the DepositorSwap Provider, the appropriate tax certification forms that would eliminate any withholding or deduction for taxes from amounts payable by the Swap Provider, pursuant to the Interest Rate Swap Agreement, to the Supplemental Interest Trust Trustee (i.e., IRS Form W-9 or IRS Form W-▇▇▇▇, ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable (or any successor form thereto), together with any applicable attachments) and (2) agrees to update such form (a) upon expiration of any such form, (b) as required under then applicable U.S. Treasury regulations and (c) promptly upon learning that such requirement form has become obsolete or incorrect, each as a condition to such transfer. In addition, no transfer of any Class C Certificate shall be made if such transfer would cause the Supplemental Interest Trust to be beneficially owned by two or more persons for federal income tax purposes, or continue to be so treated, unless (i) each proposed transferee of such Class C Certificate complies with the foregoing conditions, (ii) the proposed majority holder of the Class C Certificates (or each holder, if there is satisfied only or would be no majority holder) (A) provides, or causes to be provided, on behalf of the Supplemental Interest Trust, if applicable, the appropriate tax certification form that would be required from the Supplemental Interest Trust, as applicable, to eliminate any withholding or deduction for taxes from amounts payable by the Securities Administrator’s Swap Provider, pursuant to the Interest Rate Swap Agreement, to the Supplemental Interest Trust Trustee (i.e., IRS Form W-9 or IRS Form W-▇▇▇▇, ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable (or any successor form thereto), together with any applicable attachments) and (B) agrees to update such form (x) upon expiration of any such form, (y) as required under then applicable U.S. Treasury regulations and (z) promptly upon learning that such form has become obsolete or incorrect. If, under applicable U.S. Treasury regulations, such tax certification form may only be signed by a trustee acting on behalf of the Supplemental Interest Trust, then the Supplemental Interest Trust Trustee, as applicable, shall sign such certification form if so requested by a holder of the Class C Certificates. Upon receipt of any tax certification form pursuant to the preceding conditions from a representation letter from the proposed transferee substantially in the form of Exhibit F-2 or F-3 heretoany Class C Certificate, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), shall forward each tax certification form attributable to the effect that either (A) Interest Rate Swap Agreement to the Swap Provider, upon request of the Swap Provider, solely to the extent the Swap Provider has not received such transferee IRS Form directly from the Holder of the Class C Certificates. Each Holder of a Class C Certificate by its purchase of such Certificate is not an employee benefit plan or arrangement deemed to consent to any such IRS Form being so forwarded. Upon the request of the Swap Provider, the Securities Administrator shall be required to forward any tax certification received by it to the Swap Provider at the last known address provided to it, and, subject to Section 406 9.01, shall not be liable for the receipt of ERISA such tax certification by the Swap Provider, nor any action taken or not taken by the Swap Provider with respect to such tax certification. Any purported sales or transfers of any Class C Certificate to a plan subject to Section 4975 transferee which does not comply with the requirements of the Code (collectivelypreceding paragraph shall be deemed null and void under this Agreement. The Securities Administrator shall have no duty to take any action to correct any misstatement or omission in any tax certification provided to it by the Holder of the Class C Certificates and forwarded to the Swap Provider. No transfer of a ERISA Restricted Certificate or any interest therein shall be made to any Plan, a “Plan”)any Person acting, nor a person acting directly or indirectly, on behalf of any such Plan or arrangement nor using the assets of any Person acquiring such Plan or arrangement to effect such transfer (a Certificates with “Plan InvestorAssets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 as modified by Section 3(42) of ERISA (“Plan Assets”), or (B) as certified by such transferee in the proposed transfer form of Exhibit I, unless the Securities Administrator is provided with an Opinion of Counsel for the benefit of the Depositor, the Securities Administrator and holding the Servicer and on which they may rely which establishes to the satisfaction of the Securities Administrator that the purchase of such a Certificate and the servicingCertificates is permissible under applicable law, management and operation of the Trust: (I) will not constitute or result in a any prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Servicer, the Securities Administrator, the Master Servicer, the Trustee or the Controlling Class Holder Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investorthis Agreement, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or Depositor, the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the TrusteeServicer, the Securities Administrator, the Master Servicer, the Depositor Trustee or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liabilityTrust Fund. For purposes In the case of clause (i) of an ERISA Restricted Certificate other than a Residual Certificate that has been the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance subject of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”)Qualifying Underwriting, and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it purchaser is an insurance company, (2) a representation that the source of purchaser is an insurance company that is purchasing such Certificates with funds used to acquire or hold the certificate or interest therein is contained in an “insurance company general account,” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60, ”)) and (3) that it is eligible for exemptive relief under PTCE 95-60 prior to termination of the conditions in Supplemental Interest Trust and the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation after termination of the provisions Supplemental Interest Trust. Neither a certification nor an Opinion of Section 5.02(dCounsel will be required in connection with (i) abovethe initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor, then (ii) the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date transfer of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition the issuer under the Indenture or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless indenture trustee under the DepositorIndenture, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed a transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto such Certificate from the proposed transferee issuer under the Indenture or the indenture trustee under the Indenture to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oDepositor or

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph paragraph, and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Book Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-book entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Book Entry 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-Book Entry Certificates of Certificate Owners that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, Agreement the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor Seller advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (ii) the DepositorSeller, at its sole option, with the consent of the Securities Administrator, option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Offered Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-book entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry each Class of Offered Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the Depositor's Seller’s expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor Seller nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Agent, the Certificate Insurer, the Depositor and the Depositor Seller shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Class BIO Certificates by and the DepositorClass P Certificates to the NIMs Trust, and of the Residual Certificates to the Seller, respectively, no transfer, sale, pledge or other disposition of any Private Class BIO Certificates, Class P Certificates or any Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made other than the transfer of the Tax Matters Person Residual Interest to the Trustee in reliance upon an exemption from Rule 144A under the 1933 Act, the Trustee, the Depositor and the Seller shall require either (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-in house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee, Depositor and the Depositor Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Servicer, the Depositor or the Depositor Seller or (ii) the Securities Administrator Trustee shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3M) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit N-1 or N-2) acceptable to and in form and substance reasonably satisfactory to the Seller, Depositor and the Securities Administrator Trustee certifying to the Seller, Depositor and the Securities Administrator Trustee the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Trustee, the Servicer, the Depositor or the DepositorSeller. The Holder of a Private Class P Certificate, Class BIO Certificate or a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee, the Depositor and the Depositor Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-ERISA Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation from the transferee of such Certificate, Certificate acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, Trustee (such requirement is satisfied only by the Securities AdministratorTrustee’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 N-1 or F-3 heretoExhibit N-2, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectivelyCode, a “Plan”), nor or a person acting on behalf of any such Plan plan or arrangement nor or using the assets of any such Plan plan or arrangement to effect such transfer (a “Benefit Plan Investor”), ) or (Bii) if an ERISA Restricted Certificate which is an Offered Certificate is being purchased by an insurance company, a representation that an insurance company is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95 60 (“PTCE 95-60”) and that the proposed transfer purchase and holding of such Certificates are covered under Sections I and III of PTCE 95 60 or (iii) if an ERISA Restricted Certificate which is an Offered Certificate is purchased by a Certificate and Benefit Plan Investor, a representation that the servicing, management and operation Benefit Plan Investor understands that the eligibility of the Trust: (I) will not result in a prohibited transaction under Section 406 Certificates for purchase is conditioned upon such Certificates being rated at least “BBB-” at the time of ERISA or Section 4975 acquisition of such Certificates by the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Benefit Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement Investor or (iiiv) in the case of any such ERISA-ERISA Restricted Certificate presented for registration in the name of a Plan or a Benefit Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator Trustee, which Opinion of Counsel shall not be an expense of either the Securities Administrator Trustee or the Trust, addressed to the Securities AdministratorTrustee, to the effect that the purchase or holding of such ERISA Restricted Certificate will not result in the assets prohibited transactions under ERISA and/or Section 4975 of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, the representation required by clause (i), (ii) or (iii) above with respect to any ERISA Restricted Certificate that is a Book-Entry Certificate shall be deemed to have been made by the Certificate Owner by virtue of such Certificate Owner’s acquisition of such Certificate; and any purported transfer of a ERISA-an ERISA Restricted Certificate to or on behalf of a Plan or Benefit Plan Investor in violation pursuant to clause (iv) above without the delivery to the Trustee of this paragraph an Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor Seller or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto G from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee; and (B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section 6.02, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 6.02, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02 or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of the Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Seller to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Seller or its Affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section 6.02 or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee, and it shall not be liable to any Person having an affidavit Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee, based on information provided to the Trustee by the Seller will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations. The foregoing provisions of this Section 6.02(d) shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this Section 6.02 will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC to fail to qualify as a REMIC. Each Tax Matters Person Residual Interest shall at all times be registered in the form name of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed Tax Matters Person. (e) No service charge shall be made for any registration of transfer is to impede the assessment oor exchange of Certi

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository Depositor shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor Depository advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor Depository is unable to locate a qualified successor, successor or (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of a Servicing Default, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises of the Securities Administrator Voting Rights advise the Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's ’s expense, in the case of (ii) above, or the Seller’s expense, in the case of (i) and (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Class I Certificate, Class O Certificate, Class X Certificate or Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, except with respect to the initial transfers of any Class I Certificate, Class O Certificate, Class X Certificate or Residual Certificates by the Depositor to NCFC, unless (i) such transfer is made in reliance upon an exemption from Rule 144A under the 1933 ActAct and an investment letter, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1G, is delivered by the Transferee to the Trustee) and the transferee to execute an investor representation letter or (in substantially the form attached hereto as Exhibit F-2) and (bii) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor is delivered to them stating that such transfer may be made pursuant to (x) the 1933 Act, or an exemptionexemption thereto, describing the applicable provision or exemption and the basis therefortherefore, from and (y) the 1933 Investment Company Act of 1940, or is being made pursuant to an exemption thereto, describing the 1933 Actapplicable provision or exemption and the basis therefore, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator Trustee or the Depositor. The Holder of a Private Class I Certificate, Class O Certificate, Class X Certificate or Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted a Class I Certificate, Class O Certificate, Class P Certificate, Class X Certificate or Residual Certificate or any interest therein shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificateto any Plan or to any Person acting, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositordirectly or indirectly, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using acquiring such Certificates with “plan assets” of a Plan within the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation meaning of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption regulation promulgated at 29 C.F.R. § 2510.3-101 or otherwise (“PTCEPlan Assets”) 84-14 (Class Exemption for Plan Asset Transactions Determined ). Each Person who acquires any Ownership Interest in such classes of Certificates shall be deemed, by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts)the acceptance or acquisition of such Ownership Interest, PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will to represent that it is not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan and is not acting, directly or a Plan Investorindirectly, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or acquiring such Ownership Interest with Plan Investor in violation of this paragraph shall be void and of no effectAssets. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed Prior to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) expiration of the immediately preceding paragraph. Each beneficial owner Pre-Funding Period, no transfer of a Class M Certificate A Certificates, Class B Certificates or Mezzanine Certificates or any interest therein shall be deemed made to have representedany Person acquiring such Certificates with Plan Assets. Each Person who acquires any Ownership Interest in such class of Certificates prior to the expiration of such Pre-Funding Period shall be deemed, by virtue the acceptance or acquisition of its acquisition or holding of such Ownership Interest, to represent that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing acquiring such Ownership Interest with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holdingAssets. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 H hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee Trustee or agent for any Person who is not a Permitted Transferee, and ; and (B) an affidavit in the form of Exhibit E-2 I hereto from the proposed transferor, representing and warranting, among other things, transferor to the effect that no proposed purpose of the transfer is to impede the assessment oor collection of any tax. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Depositor to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee upon receipt of reasonable compensation will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this Section will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC created hereunder to fail to qualify as a REMIC. (e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be cancelled by the Certificate Registrar and disposed of pursuant to its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph paragraph, and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, Agreement the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor Seller advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, (ii) the DepositorSeller, at its sole option, with the consent of the Securities Administrator, option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Offered Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry each Class of Offered Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the Depositor's Seller’s expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor Seller nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Agent, the Depositor and the Depositor Seller shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Class BIO Certificates by and the DepositorClass P Certificates to the NIMs Trust, and of the Residual Certificates to the Seller, respectively, no transfer, sale, pledge or other disposition of any Private Class BIO Certificates, Class P Certificates or any Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made other than the transfer of the Tax Matters Person Residual Interest to the Trustee in reliance upon an exemption from Rule 144A under the 1933 Act, the Trustee, the Depositor and the Seller shall require either (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee, Depositor and the Depositor Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Servicer, the Depositor or the Depositor Seller or (ii) the Securities Administrator Trustee shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3M) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit N-1 or N-2) acceptable to and in form and substance reasonably satisfactory to the Seller, Depositor and the Securities Administrator Trustee certifying to the Seller, Depositor and the Securities Administrator Trustee the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Trustee, the Servicer, the Depositor or the DepositorSeller. The Holder of a Private Class P Certificate, Class BIO Certificate or a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee, the Depositor and the Depositor Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, Trustee (such requirement is satisfied only by the Securities AdministratorTrustee’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 N-1 or F-3 heretoExhibit N-2, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectivelyCode, a “Plan”), nor or a person acting for, on behalf or with the assets, of any such Plan plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Benefit Plan Investor”), which representation letter shall not be an expense of the Trustee or the Trust or (Bii) if the proposed transfer Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not are covered under an individual or class prohibited transaction exemption including but not limited to Department Sections I and III of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (iiiii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, Trustee to the effect that the purchase or holding of such Certificate will not result in the assets prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes Agreement, which Opinion of clause (i) Counsel shall not be an expense of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (Trustee or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the DepositorTrust. Notwithstanding anything else to the contrary herein, the representations required by clauses (i) or (ii) above with respect to any ERISA-Restricted Certificate that is a Book-Entry Certificate shall be deemed to have been made by the Certificate Owner by virtue of such acquisition; and any purported transfer of a an ERISA-Restricted Certificate to or on behalf of a Plan or Benefit Plan Investor in violation pursuant to clause (iii) above without the delivery to the Trustee of this paragraph an Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor Seller or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto G from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee; and (B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section 6.02, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 6.02, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02 or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of the Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Seller to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Seller or its Affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section 6.02 or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee, and it shall not be liable to any Person having an affidavit Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee, based on information provided to the Trustee by the Seller will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations. The foregoing provisions of this Section 6.02(d) shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this Section 6.02 will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC to fail to qualify as a REMIC. Each Tax Matters Person Residual Interest shall at all times be registered in the form name of Exhibit E-2 hereto from the proposed transferorTax Matters Person. (e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, representing but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled by the Certificate Registrar and warranting, among other things, that no proposed transfer is disposed of pursuant to impede the assessment oits standard procedures.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph paragraph, and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar Registrar, and be duly executed by, by the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, Agreement the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor Seller advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor Seller is unable to locate a qualified successor, successor or (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Offered Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) issued to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry each Class of Offered Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the Depositor's Seller’s expense, execute on behalf of the Trust execute, authenticate and authenticate deliver the Definitive Certificates. Neither the Depositor Seller nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Agent, the Depositor and the Depositor Seller shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Class BIO Certificates by and the DepositorClass P Certificates to the NIMs Trust, and of the Residual Certificates to the Seller, respectively, no transfer, sale, pledge or other disposition of any Private Class BIO Certificates, Class P Certificates or any Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and applicable state securities laws. In the event of any such transfer, made other than the transfer of the Tax Matters Person Residual Interest to the Trustee in reliance upon an exemption from Rule 144A under the 1933 Act, the Trustee, the Depositor and the Seller shall require either (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee, Depositor and the Depositor Seller that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, therefor from the 1933 Act Act, or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Servicer, the Depositor or the Depositor Seller or (ii) the Securities Administrator Trustee shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3M) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit N-1 or N-2) acceptable to and in form and substance reasonably satisfactory to the Seller, Depositor and the Securities Administrator Trustee certifying to the Seller, Depositor and the Securities Administrator Trustee the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Trustee, the Servicer, the Depositor or the DepositorSeller. The Holder of a Private Class P Certificate, Class BIO Certificate or a Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee, the Depositor and the Depositor Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, Trustee (such requirement is satisfied only by the Securities AdministratorTrustee’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 N-1 or F-3 heretoExhibit N-2, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectivelyCode, or a “Plan”)Person acting for, nor a person acting on behalf of or with the assets of, any such Plan plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Benefit Plan Investor”), which representation letter shall not be an expense of the Trustee or the Trust or (Bii) if the proposed transfer Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not are covered under an individual or class prohibited transaction exemption including but not limited to Department Sections I and III of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (iiiii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, Trustee to the effect that the purchase or holding of such Certificate will not result in the assets prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes Agreement, which Opinion of clause (i) Counsel shall not be an expense of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (Trustee or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the DepositorTrust. Notwithstanding anything else to the contrary herein, the representations required by clauses (i) or (ii) above with respect to any ERISA-Restricted Certificate that is a Book-Entry Certificate shall be deemed to have been made by the Certificate Owner by virtue of such acquisition; and any purported transfer of a an ERISA-Restricted Certificate to or on behalf of a Plan or Benefit Plan Investor in violation pursuant to clause (iii) above without the delivery to the Trustee of this paragraph an Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor Seller or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto G from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee; and (B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section 6.02, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 6.02, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02 or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of the Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Seller to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Seller or its Affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section 6.02 or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee, and it shall not be liable to any Person having an affidavit Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Trustee, based on information provided to the Trustee by the Seller will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations. The foregoing provisions of this Section 6.02(d) shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this Section 6.02 will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC to fail to qualify as a REMIC. Each Tax Matters Person Residual Interest shall at all times be registered in the form name of Exhibit E-2 hereto from the proposed transferorTax Matters Person. (e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, representing but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be canceled by the Certificate Registrar and warranting, among other things, that no proposed transfer is disposed of pursuant to impede the assessment oits standard procedures.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor Company advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor Company is unable to locate a qualified successor, or (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of a Servicing Default, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises of the Securities Administrator Voting Rights advise the Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's Seller’s expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor Company nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor Company shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Class I Certificate, Class C Certificate or Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, except with respect to the initial transfers of any Class I Certificate, Class C Certificate or Residual Certificates by the Company to NCFC, unless (i) such transfer is made in reliance upon an exemption from Rule 144A under the 1933 ActAct and an investment letter, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1G, is delivered by the Transferee to the Trustee) and the transferee to execute an investor representation letter or (in substantially the form attached hereto as Exhibit F-2) and (bii) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor Company is delivered to them stating that such transfer may be made pursuant to (x) the 1933 Act, or an exemptionexemption thereto, describing the applicable provision or exemption and the basis therefortherefore, from and (y) the 1933 Investment Company Act of 1940, or is being made pursuant to an exemption thereto, describing the 1933 Actapplicable provision or exemption and the basis therefore, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Trustee or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the DepositorCompany. The Holder of a Private Class I Certificate, Class C Certificate or Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee and the Depositor Company against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted a Class I Certificate, Class C Certificate or Residual Certificate or any interest therein shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificateto any Plan or to any Person acting, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositordirectly or indirectly, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using acquiring such Certificates with “plan assets” of a Plan within the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation meaning of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption regulation promulgated at 29 C.F.R. § 2510.3-101 or otherwise (“PTCEPlan Assets”) 84-14 (Class Exemption for Plan Asset Transactions Determined ). Each Person who acquires any Ownership Interest in such classes of Certificates shall be deemed, by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts)the acceptance or acquisition of such Ownership Interest, PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will to represent that it is not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan and is not acting, directly or a Plan Investorindirectly, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or acquiring such Ownership Interest with Plan Investor in violation of this paragraph shall be void and of no effectAssets. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed Prior to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) expiration of the immediately preceding paragraph. Each beneficial owner Pre-Funding Period, no transfer of a Class M Certificate A Certificates, Class B Certificates or Mezzanine Certificates or any interest therein shall be deemed made to have representedany Person acquiring such Certificates with Plan Assets. Each Person who acquires any Ownership Interest in such class of Certificates prior to the expiration of such Pre-Funding Period shall be deemed, by virtue the acceptance or acquisition of its acquisition or holding of such Ownership Interest, to represent that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing acquiring such Ownership Interest with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holdingAssets. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor Company or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro pro-rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 H hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee Trustee or agent for any Person who is not a Permitted Transferee, and ; and (B) an affidavit in the form of Exhibit E-2 I hereto from the proposed transferor, representing and warranting, among other things, transferor to the effect that no proposed purpose of the transfer is to impede the assessment oor collection of any tax. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Company to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Company or its affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee upon receipt of reasonable compensation will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on Transfer set forth in this Section will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC created hereunder to fail to qualify as a REMIC. (e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be cancelled by the Certificate Registrar and disposed of pursuant to its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Securities Administrator shall cause to be kept at the its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar Securities Administrator maintained for such purpose pursuant to the foregoing paragraph for certificate transfer and surrender purposes, and, in the case of a the Class CE Certificates, the Class P Certificates or the Class R CertificateCertificates, upon satisfaction of the conditions set forth in Sections 5.3(d), (e) and (f) below, as applicable, the Securities Administrator on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations Authorized Denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate RegistrarAdministrator) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) belowherein, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee and the Securities Administrator shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee, the Securities Administrator and its either the Trustee’s or the Securities Administrator’s agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Master Servicer Event of Default, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 5166% advises advise the Securities Administrator and Depository through the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners, the Securities Administrator shall notify all Holders of Book-Entry Certificates of the occurrence of any such event and of the availability of definitive, fully registered Certificates (“Definitive Certificates”) to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Securities Administrator of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, at the Depositor's ’s expense, in the case of (i) and (ii) above, or the Master Servicer’s expense, in the case of (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither None of the Depositor nor Depositor, the Master Servicer, the Trustee or the Securities Administrator 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, the Trustee, the Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Master Servicer and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer No Transfer of the Private Certificates by the Depositora Class CE Certificate, no transfer, sale, pledge Class P Certificate or other disposition of any Private Class R Certificate shall be made unless such disposition Transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), ) and any applicable state securities laws or is made in accordance with exempt from the registration requirements under the 1933 Act and such state securities laws. In the event of any such transfer, made transfer in reliance upon an exemption from the 1933 ActAct and such state securities laws, (i) in order to assure compliance with the 1933 Act and such state securities laws, the Certificateholder desiring to effect such Transfer and such Certificateholder’s prospective Transferee shall each certify to the Trustee and the Securities Administrator in writing the facts surrounding the Transfer in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and the Depositor shall require (ax) the transferor to execute deliver a representation letter (in substantially the form attached hereto as of either Exhibit F-1E (the “Investment Letter”) or Exhibit F (the “Rule 144A Letter”) or (y) there shall be delivered to the Trustee, the Depositor and the transferee to execute Securities Administrator an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee, the Depositor and the Securities Administrator and the Depositor that such transfer Transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Securities Act, which Opinion of Counsel shall not be an expense of the TrusteeDepositor, the Seller, the Master Servicer, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the DepositorTrustee. The Each Holder of a Private Class CE Certificate, Class P Certificate or Class R Certificate desiring to effect such transfer Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Seller, the Securities Administrator and the Depositor Master Servicer against any liability that may result if the transfer Transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d. (e) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee and the Securities Administrator shall have received in accordance with Exhibit C or Exhibit O as applicable, either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Trustee and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA a Plan or a plan subject to Section 4975 of the Code (collectivelyPerson acquiring such ERISA-Restricted Certificate for, a “Plan”), nor a person acting on behalf of or with the assets of, any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer Plan, (a “Benefit Plan Investor”), or (B) the proposed transfer and holding which representation letter shall not be an expense of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or Trust Fund, (ii) in the case of an ERISA-Restricted Certificate, if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Benefit Plan or Investor without a Plan Investorrepresentation as required above, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either Trustee and the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Depositor, the Seller, the Trustee, the Securities Administrator, the Servicer, the Depositor Master Servicer or the Controlling Class Holder Securities Administrator to any obligation in addition to those expressly undertaken in this Agreement or Agreement, which Opinion of Counsel shall not be an expense of such parties. In the event the representations referred to any liability. For purposes of clause (i) of in the preceding sentencesentence are not furnished, such representations shall be deemed to have been made to the Trustee and the Securities Administrator by the transferee's ’s acceptance of an ERISA-Restricted Certificate (by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a Benefit Plan Investor is attempted without the acceptance by a Certificate Owner delivery to the Trustee and the Securities Administrator of the beneficial interest Opinion of Counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. No transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Cap Agreement and, in any such the case of the Class of A-1-1 Certificates) , the Swap Agreement shall be made unless the Trustee and Securities Administrator shall have received a representation letter from the transferee an alternative representation acceptable of such Certificate, substantially in the form and substance set forth in Exhibit O, to the Depositoreffect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 95-60 or PTCE 96-23. Notwithstanding anything else to the contrary herein, any purported transfer of a an ERISA-Restricted Trust Certificate prior to the termination of the Cap Agreement and, in the case of the Class A-1-1 Certificates, the Swap Agreement or on behalf of a Plan or Plan Investor in violation without the delivery to the Trustee and the Securities Administrator of this paragraph a representation letter as described above shall be void and of no effect. Any transferee of an If the ERISA-Restricted Trust Certificate which is a Book-Entry Certificate Certificate, the transferee will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not made a Plan Investor or (b) such transferee meets the requirements representation as provided in (i)(B) of the immediately preceding this paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any BookERISA-Entry Certificate (Restricted Trust Certificate, or any interest therein) , is acquired or held in violation of the provisions of Section 5.02(d) abovethe preceding paragraph, then the last next preceding transferee permitted beneficial owner will be treated as the beneficial owner of that is in compliance with such provisions shall be restoredCertificate, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability transfer to any Person for making any payments due on such Certificate to such preceding transfereethe purported beneficial owner. Any purported Certificate Owner beneficial owner whose acquisition or holding of any Bookan ERISA-Entry Certificate (Restricted Trust Certificate, or interest therein) , was effected in violation of the restrictions in this Section 5.02(d) provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Depositor, the Seller, the Trustee, the Master Servicer or the Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder Administrator from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Neither the Trustee nor the Securities Administrator shall have any liability to any Person for any registration of transfer of any ERISA-Restricted Certificate or ERISA-Restricted Trust Certificate that is in fact not permitted by this Section 5.3(e) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Securities Administrator in accordance with the foregoing requirements. (f) Each Person who has or who acquires any Ownership Interest in Transferee of a Class R Certificate shall be deemed by the acceptance or acquisition of such the related Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in Transferee of a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate such Transferee shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 C hereto from the proposed transferee Transferee to the effect that such transferee Transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, ; and (B) a covenant of the proposed Transferee to the effect that the proposed Transferee agrees to be bound by and an affidavit to abide by the transfer restrictions applicable to the Class R Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Class R Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the form purported Transferee. If any purported Transferee shall, in violation of Exhibit E-2 hereto from the proposed transferorprovisions of this Section, representing and warrantingbecome a Holder of a Class R Certificate, among then the prior Holder of such Class R Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Class R Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Class R Certificate. The Securities Administrator shall be under no liability to any Person for any registration of transfer of a Class R Certificate that is in fact not permitted by this Section or for making any distributions due on such Class R Certificate to the Holder thereof or taking any other things, that no proposed transfer is action with respect to impede such Holder under the assessment oprovisions of this Agreement so long as the Securities Admini

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on 105 behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Residual Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest and the Class R-2 Interest that was evidenced by the Class R Certificate being exchanged. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control.. 106 (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities AdministratorTrustee, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Servicer Event of DefaultTermination, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises advise the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “"Definitive Certificates”") to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's expense, in the case of (i) or (ii) above, or the Servicer's expense, in the case of (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Class C Certificate, Class P Certificate, Dividend Account Certificate or Residual Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, except with respect to the initial transfer of any Class C Certificate, Class P Certificate or Residual Certificates by the Depositor (i) unless such transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Trustee, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1J) under the 1933 Act, the Trustee and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Trustee or the Depositor or (ii) the Securities Administrator Trustee shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3L) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Trustee certifying to the Depositor and the Securities Administrator Trustee the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Trustee or the Depositor. The Holder of a Private Class C Certificate, Class P Certificate or Residual Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by transfer, on the Depositor or an Affiliate thereof Closing Date, of any Class R Certificate, and Certificate by the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “"accredited investor” " within the meaning of Rule 501(d) 501 of the 1933 Act. 107 No transfer of an ERISA-Restricted a Class C Certificate, Class P Certificate, Dividend Account Certificate or Residual Certificate or any interest therein shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement any Plan subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectivelyCode, a “Plan”)any Person acting, nor a person acting directly or indirectly, on behalf of any such Plan or arrangement nor using any Person acquiring such Certificates with "Plan Assets" of a Plan within the assets meaning of any such the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan or arrangement to effect such transfer (a “Plan Investor”Assets"), or (B) as certified by such transferee in the proposed transfer form of Exhibit M, unless the Depositor, the Trustee and holding the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Trustee and the Servicer that the purchase of such a Certificate and the servicingCertificates is permissible under applicable law, management and operation of the Trust: (I) will not constitute or result in a any prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investorthis Agreement, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities AdministratorDepositor, the Servicer, the Trustee or the Trust Fund. Neither a certification nor an Opinion of Counsel will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations affiliate thereof shall be have deemed to have been made represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner request of the beneficial interest in any such Class of CertificatesTrustee, shall be a written representation) unless the Securities Administrator shall have received from the Depositor of the status of such transferee as an alternative representation acceptable in form and substance to affiliate of the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer Each Transferee of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Mezzanine Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it Transferee is not a Plan or a Plan Investor or investing purchasing such Certificate with Plan assetsAssets, (iib) it has acquired and is holding such certificate Certificate in reliance on the Prohibited Transaction Exemption ("PTE") 90-29 issued by the Department of Labor59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by PTE 2000-58, 65 Fed. Reg. 67765 (“November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the "Exemption”"), and that it understands that there are certain conditions to the availability of the Exemption, Exemption including that the certificate such Certificate must be rated, at the time of purchase, not lower than “"BBB-” " (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&Pa Rating Agency, or (iiic) the following conditions are satisfied: (1i) it such Transferee is an insurance company, (2ii) the source of funds used to acquire purchase or hold the certificate such Certificate (or interest therein therein) is an “"insurance company general account,” " (as such term is defined in PTCE U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Mezzanine Certificate, Class C Certificate, Class P Certificate, Dividend Account Certificate (or Residual Certificate or any interest therein) therein is acquired or held in violation of the provisions of Section 5.02(d) abovethe preceding paragraphs, then the last next preceding transferee permitted beneficial owner will be treated as the beneficial owner of that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability transfer to any Person for making any payments due on such Certificate to such preceding transfereethe purported beneficial owner. Any purported Certificate Owner beneficial owner whose acquisition or holding of any Book-Entry such Certificate (or interest therein) therein was effected in violation of the restrictions in this Section 5.02(d) provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund Trustee and the Controlling Class Holder Trust from and against any and all liabilities, claims, costs or expenses incurred by such those parties as a result of such that acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have 108 agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata PRO RATA undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 K hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, ; and (B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and an affidavit to abide by the transfer restrictions applicable to the Residual Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the form purported transferee. If any purported transferee shall, in violation of Exhibit E-2 hereto the provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the proposed transferortime such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, representing and warrantingthen the Trustee shall 109 have the right but not the obligation, among without notice to the Holder of such Residual Certificate or any other thingsPerson having an Ownership Interest therein, that no proposed transfer is to impede notify the assessment oDepositor to arrange for the sale of such Residual C

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office of the Trustee a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee as Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall apply to the Certificate Registrar to the same extent as they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee, the Servicer and the Depositor, such resignation to become effective upon appointment of a successor Certificate Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Residual Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Upon original issuance, the Book-Entry Certificates shall be issued in the form of one or more typewritten certificates, to be delivered to the Depository, the initial Depository, by, or on behalf of, the Depositor; or to, and deposited with the Certificate Custodian, on behalf of the Depository, if directed to do so pursuant to instructions from the Depository. Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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-Book Entry Certificates of Certificate Owners that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor is unable to locate a qualified successor, successor or (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Servicer Event of DefaultTermination, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “"Definitive Certificates”") to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's expense, in the case of (ii) above, or the Seller's expense, in the case of (i) and (iii) above, execute on behalf of the Trust and the Certificate Registrar shall authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “"1933 Act”"), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, (i) unless such transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Certificate Registrar, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1J-2) under the 1933 Act, the Certificate Registrar and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Certificate Registrar or the Depositor or (ii) the Securities Administrator Certificate Registrar shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3L) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit J-1) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Certificate Registrar or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Certificate Registrar and the Depositor against any liability that 100 may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-ERISA Restricted Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, (such requirement is satisfied only by the Securities Administrator’s Certificate Registrar's receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 I hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) (except in the proposed transfer case of a Residual, Class X or Class N Certificate) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") and that the purchase and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not Certificates are covered under an individual or class prohibited transaction exemption including but not limited to Department Sections I and III of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 or (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 iii) (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken except in the Agreement or (iicase of a Residual Certificate) in the case of any such ERISA-ERISA Restricted Certificate presented for registration in the name of a Plan an employee benefit plan subject to ERISA or a Plan Investorplan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities AdministratorCertificate Registrar, to the effect that the purchase or and holding of such ERISA Restricted Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the a non-exempt prohibited transaction provisions of under ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor Trustee or the Controlling Class Holder Certificate Registrar to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations the representation in (i) or (ii) shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of ERISA Restricted Certificates) , unless the Securities Administrator Certificate Registrar shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-an ERISA Restricted Certificate to or on behalf of a Plan or Plan Investor an employee benefit plan subject to ERISA in violation of this paragraph as described above shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Certificate Registrar of any change or impending change in its status as a Permitted Transferee.. 101 (ii) No Person shall acquire an Ownership Interest in a Class R Residual Certificate unless such Ownership Interest is a pro rata PRO RATA undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Certificate Registrar shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) A. an affidavit in the form of Exhibit E-1 K hereto from the proposed transferee to the effect that that, among other things, such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, ; and B. a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and an affidavit to abide by the transfer restrictions applicable to the Residual Certificates. (iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the form purported transferee. If any purported transferee shall, in violation of Exhibit E-2 hereto the provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Certificate Registrar received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the proposed transferortime such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, representing then the Certificate Registrar shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Depositor to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and warrantingtaxes due, among if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section 102 or any other thingsprovisions of this Agreement, that no proposed transfer is the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to impede the assessment oany Person having an Ownership Interest in a Re

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities AdministratorTrustee, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Servicer Event of DefaultTermination, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's ’s expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator Trustee and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Trustee or the Depositor or (ii) the Securities Administrator Trustee shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Trustee certifying to the Depositor and the Securities Administrator Trustee the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator Trustee or the Depositor; provided that, in the case of any Book-Entry Certificate, such transferee shall be deemed to have made such representations and warranties contained in such investment letter. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Trustee and the Depositor, (such requirement is satisfied only by the Securities AdministratorTrustee’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, appropriate on which the Securities Administrator Trustee and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, Servicer or the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator Trustee which Opinion of Counsel shall not be an expense of either the Securities Administrator Trustee or the Trust, addressed to the Securities AdministratorTrustee, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, Servicer or the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator Trustee by the transferee's ’s acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator Trustee shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'’▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator Trustee shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, Servicer and the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oor collection of tax; (B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Class R Certificates. (C) Any attempted or purported transfer of any Ownership Interest in a Class R Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a Class R Certificate, then the prior Holder

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar on behalf of the Trustee, for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator on behalf of the Securities Administrator Trust Fund shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust Fund, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar, any NIMS Insurer, the Paying Agent and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of such Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee, the Paying Agent and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Paying Agent, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(xx) the Depository or the Depositor advises the Securities Administrator Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Certificate Registrar or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, shall at the Depositor's expense, Seller’s expense execute on behalf of the Trust Fund and authenticate definitive, fully registered certificates (the “Definitive Certificates”). Neither the Depositor nor the Securities Administrator 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, the Trustee shall notify any NIMS Insurer of the availability of Definitive Certificates and the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate, other than a Private Certificate (other than the Residual Certificate) sold in an offshore transaction in reliance on Regulation S, shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Securities Act and laws. Any Private Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued only in the form of one or more Definitive Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the transfer of such Definitive Certificates. In the event of any such transfer, made transfer of any Private Certificate in reliance upon an exemption from the 1933 Actform of a Definitive Certificate, (i) the Securities Administrator and transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Depositor shall require (a) the transferor to execute a representation letter (Certificate Registrar, in substantially the form attached hereto as Exhibit F-1J-2) and under the transferee Securities Act, or (B) such transfer is made to execute an investor representation “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under the Securities Act (as evidenced by an investment letter (delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit F-2) J-1, and, if so required by the Certificate Registrar and (b) the Depositor, a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be made pursuant to an exemption, describing including a description of the applicable exemption and the basis therefor, from the 1933 Securities Act or is being made pursuant to the 1933 Securities Act, which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor Depositor) or (ii) the Securities Administrator Certificate Registrar shall require the transferor to execute a transferor certificate and the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) an investment letter acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Trust Fund, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor. The Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Registrar, the Securities Administrator Administrator, the Seller and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding In the foregoingcase of a Private Certificate that is a Book-Entry Certificate, no certification or Opinion for purposes of Counsel described the preceding paragraph, the representations set forth in this Section 5.02(dthe investment letter in clause (i) will shall be required in connection with deemed to have been made to the first transfer Certificate Registrar by the Depositor transferee’s acceptance of such Private Certificate that is also a Book-Entry Certificate (or an Affiliate thereof the acceptance by a Certificate Owner of the beneficial interest in such Certificate). None of the Depositor, the Seller, the Securities Administrator, the Certificate Registrar or the Trustee is obligated to register or qualify the Private Certificates under the Securities Act or any Class R Certificateother securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of a Private Certificate shall, and does hereby agree to, indemnify the Trustee, the Seller, the Securities Administrator, the Depositor and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Actfederal and state laws. No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, Depositor (such requirement is satisfied only by the Securities AdministratorCertificate Registrar’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 I-1 or F-3 heretoI-2, as appropriateapplicable, on which the Securities Administrator and Depositor is authorized to relyhereto), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if such Certificate has been the proposed transfer subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such a Certificates are covered under Sections I and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Certificate and the servicingRegistrar, management and operation which Opinion of Counsel shall not be an expense of the Trust: (I) Trustee, the Securities Administrator, the Certificate Registrar, the Master Servicer, any NIMS Insurer, the Depositor or the Trust Fund, addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the ServicerCertificate Registrar, any NIMS Insurer, the Depositor Master Servicer or the Controlling Class Holder Depositor to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect. In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's ’s acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class Certificate). No transfer of Certificates) an ERISA-Restricted Trust Certificate prior to the termination of the Final Maturity Reserve Trust and the Yield Maintenance Agreement shall be made unless the Securities Administrator Certificate Registrar shall have received a representation letter from the transferee an alternative representation acceptable of such Certificate, substantially in the form and substance set forth in Exhibit I-2, to the Depositoreffect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14, P▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 95-60 or PTCE 96-23 or the non-fiduciary service provider exemption under Section 408(b)(17) of ERISA or some other applicable exemption. Notwithstanding anything else to the contrary herein, any purported transfer of a an ERISA-Restricted Trust Certificate prior to the termination of the Final Maturity Reserve Trust and the Yield Maintenance Agreement to or on behalf of a Plan or Plan Investor in violation without the delivery to the Certificate Registrar of this paragraph a representation letter as described above shall be void and of no effect. Any transferee of an If the ERISA-Restricted Trust Certificate which is a Book-Entry Certificate Certificate, the transferee will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not made a Plan Investor or (b) such transferee meets the requirements representation as provided in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either clause (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Laborthis paragraph, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfiedapplicable. If any BookERISA-Entry Certificate (Restricted Trust Certificate, or any interest therein) , is acquired or held in violation of the provisions of Section 5.02(d) abovethe preceding paragraph, then the last next preceding transferee permitted beneficial owner will be treated as the beneficial owner of that is in compliance with such provisions shall be restoredCertificate, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability transfer to any Person for making any payments due on such Certificate to such preceding transfereethe purported beneficial owner. Any purported Certificate Owner beneficial owner whose acquisition or holding of any Bookan ERISA-Entry Certificate (Restricted Trust Certificate, or interest therein) , was effected in violation of the restrictions in this Section 5.02(d) provisions of the preceding paragraph shall indemnify to the extent permitted by law and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund Depositor and the Controlling Class Holder Certificate Registrar from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R To the extent permitted under applicable law (including, but not limited to, ERISA), the Certificate Registrar shall be deemed by the acceptance or acquisition under no liability to any Person for any registration of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R ERISA-Restricted Trust Certificate that is in fact not permitted by this Section or for making any payments due on such Certificate to the subject Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. To the extent permitted under applicable law (including, but not limited to, ERISA), none of the proposed transfer as a nomineeTrustee, trustee the Certificate Registrar or agent the Depositor shall have any liability to any Person for any Person who registration of transfer of any ERISA-Restricted Certificate that is in fact not a Permitted Transfereepermitted by this Section 6.02(d) or for the Paying Agent making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. In addition, and an affidavit in none of the form of Exhibit E-2 hereto from Trustee, the proposed transferorCertificate Registrar or the Depositor shall be required to monitor, representing and warranting, among other things, that no proposed transfer is to impede the assessment odetermine or inq

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Securities Administrator shall cause to be kept at the its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar Securities Administrator maintained for such purpose pursuant to the foregoing paragraph for certificate transfer and surrender purposes, and, in the case of a the Class CE Certificates, the Class P Certificates or the Class R CertificateCertificates, upon satisfaction of the conditions set forth in Sections 5.3(c), (d) and (e) below, as applicable, the Securities Administrator on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations Authorized Denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate RegistrarSecurities Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Trustee and the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (ba) Except as provided in paragraph (c) belowherein, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee or the Securities Administrator except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee and the Securities Administrator shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee, the Securities Administrator and its either the Trustee's or the Securities Administrator's agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (cb) If (i)(x) the Depository or the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Master Servicer Event of Default, the Certificate Owners of each Class of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 5166% advises advise the Securities Administrator and Depository through the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners, the Securities Administrator shall notify all Holders of Book-Entry Certificates of the occurrence of any such event and of the availability of definitive, fully registered Certificates ("Definitive Certificates") to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar Securities Administrator of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, at the Depositor's expense, in the case of (i) and (ii) above, or the Master Servicer's expense, in the case of (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither None of the Depositor nor Depositor, the Master Servicer, the Trustee or the Securities Administrator 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, the Trustee, the Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Master Servicer and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment o

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. 119 At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest, respectively, in each case that was evidenced by the Class R Certificate being exchanged. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, at the Depositor's expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which certificate shall not be an expense of the Securities Administrator or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate shall be made unless the Securities Administrator shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator and the Depositor, (such requirement is satisfied only by the Securities Administrator’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”), nor a person acting on behalf of any such Plan or arrangement nor using the assets of any such Plan or arrangement to effect such transfer (a “Plan Investor”), or (B) the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of clause (i) of the preceding sentence, such representations shall be deemed to have been made to the Securities Administrator by the transferee's acceptance of an ERISA-Restricted Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(d) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oand

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Private Certificate or Class A-R Certificate, upon satisfaction of the conditions set forth below, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a representation letter Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(x) the Depository or the Depositor advises the Securities Administrator Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities AdministratorTrustee, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an a Servicer Event of DefaultTermination, the Certificate Owners of each Class of Book-Entry Certificates Certificate representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “"Definitive Certificates”") to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator Trustee shall, at the Depositor's expense, in the case of (ii) above, or the Seller's expense, in the case of (i) and (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, (i) unless such transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Trustee, (i) the Securities Administrator and the Depositor shall require (a) the transferor to execute a representation letter (in substantially the form attached hereto as Exhibit F-1) I under the 1933 Act, the Trustee and the transferee to execute an investor representation letter (in substantially the form attached hereto as Exhibit F-2) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Trustee or the Depositor or (ii) the Securities Administrator Trustee shall require the transferee transferor to execute a Rule 144A Letter transferor certificate (in substantially the form attached hereto as Exhibit F-3J) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Trustee certifying to the Depositor and the Securities Administrator Trustee the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Trustee or the Depositor. The Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee, the Seller, the Servicer and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the first transfer by the Depositor or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act. No transfer of an ERISA-Restricted Certificate that is also a Physical Certificate shall be made unless the Securities Administrator Trustee shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Trustee and the Depositor, Depositor (such requirement is satisfied only by the Securities Administrator’s Trustee's receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 or F-3 I hereto, as appropriate, on which the Securities Administrator and Depositor is authorized to rely), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if the proposed transfer purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") and that the purchase and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not Certificates are covered under an individual or class prohibited transaction exemption including but not limited to Department Sections I and III of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (iiiii) in the case of any such ERISA-Restricted Certificate that is also a Physical Certificate presented for registration in the name of a Plan an employee benefit plan subject to ERISA or a Plan Investorplan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Securities Administrator Trustee which Opinion of Counsel shall not be an expense of either the Securities Administrator Trustee or the Trust, addressed to the Securities AdministratorTrustee, to the effect that the purchase or and holding of such ERISA-Restricted Certificate that is also a Physical Certificate will not result in the assets of the Trust being deemed to be “Plan "plan assets” " and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, Code and will not subject the Trustee, the Securities Administrator, the Servicer, the Depositor or the Controlling Class Holder Trustee to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate that is also a Physical Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the delivery to the Trustee of an Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. In the case of an ERISA-Restricted Certificate that is also a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Trustee by the transferee's acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless Certificate). To the Securities Administrator extent permitted under applicable law (including, but not limited to, ERISA), neither the Trustee nor the Certificate Registrar shall have received from the transferee an alternative representation acceptable in form and substance any liability to the Depositor. Notwithstanding anything else to the contrary herein, any purported Person for any registration of transfer of a any ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor that is in violation of fact not permitted by this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such preceding transfereeHolder under the provisions of this Agreement so long as the transfer was registered by the Trustee or the Certificate Registrar in accordance with the foregoing requirements. Any purported In addition, neither the Trustee nor the Certificate Owner whose acquisition Registrar shall be required to monitor, determine or holding inquire as to compliance with the transfer restrictions with respect to any ERISA-Restricted Certificates in the form of any Book-Entry Certificates, and neither the Trustee nor the Certificate (Registrar shall have any liability for transfers of Book-Entry Certificates or interest therein) was effected any interests therein made in violation of the restrictions on transfer described in the Prospectus Supplement and this Section 5.02(dAgreement. (e) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a the Class A-R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a the Class A-R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a the Class A-R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator Trustee of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a the Class A-R Certificate unless such Ownership Interest is a pro rata undivided interest.may be registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of the Class A-R Certificate unless, in addition to the certificates required to be delivered under subsection (b) above, the Trustee shall have been furnished with an affidavit ("Transfer Affidavit") of the initial owner or proposed transferee in the form attached hereto as Exhibit L. (iii) In connection with any proposed transfer of any Ownership Interest in a Class A-R Certificate, the Securities Administrator Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit A. a Transferor Certificate in the form of Exhibit E-1 K hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its an Ownership Interest in the Class A-R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment o; and

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar on behalf of the Trustee, for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust Trust, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar, the Paying Agent and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee, the Paying Agent and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Paying Agent, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(xx) the Depository or the Depositor advises the Securities Administrator Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Certificate Registrar or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the Depositor's expense, Seller’s expense execute on behalf of the Trust and authenticate definitive, fully registered certificates (the “Definitive Certificates”). Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Any Private Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the 1933 Act shall be issued only in the form of one or more Definitive Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the transfer of such Definitive Certificates. In the event of any such transfer, made transfer of any Private Certificate in reliance upon an exemption from the 1933 Actform of a Definitive Certificate, (i) the Securities Administrator and transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Depositor shall require (a) the transferor to execute a representation letter (Certificate Registrar, in substantially the form attached hereto as Exhibit F-1J-2) and under the transferee 1933 Act, or (B) such transfer is made to execute an investor representation “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under the 1933 Act (as evidenced by an investment letter (delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit F-2) J-1, and, if so required by the Certificate Registrar and (b) the Depositor, a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be made pursuant to an exemption, describing including a description of the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor Depositor) or (ii) the Securities Administrator Certificate Registrar shall require the transferor to execute a transferor certificate and the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) an investment letter acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Trust, the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator or the Depositor. The Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Certificate Registrar, the Securities Administrator Administrator, the Seller and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding In the foregoingcase of a Private Certificate that is a Book-Entry Certificate, no certification or Opinion for purposes of Counsel described the preceding paragraph, the representations set forth in this Section 5.02(dthe investment letter in clause (i) will shall be required in connection with deemed to have been made to the first transfer Certificate Registrar by the Depositor transferee’s acceptance of such Private Certificate that is also a Book-Entry Certificate (or an Affiliate thereof of any Class R Certificate, and the Depositor or such Affiliate hereby agree only to make such acceptance by a transfer to, to an “accredited investor” within the meaning of Rule 501(d) Certificate Owner of the 1933 Actbeneficial interest in such Certificate). No transfer of an ERISA-Restricted Certificate, other than the Class Y Certificate, in the form of a Definitive Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, Depositor (such requirement is satisfied only by the Securities AdministratorCertificate Registrar’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 I-1 or F-3 heretoI-2, as appropriateapplicable, on which the Securities Administrator and Depositor is authorized to relyhereto), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if such Certificate has been the proposed transfer subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such a Certificates are covered under Sections I and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Certificate and the servicingRegistrar, management and operation which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Depositor or the Trust: (I) , addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities AdministratorCertificate Registrar, the Master Servicer, any Servicer, the Depositor Securities Administrator or the Controlling Class Holder Depositor to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate, other than a Class Y Certificate, in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect. No transfer of a Class Y Certificate in the form of a Definitive Certificate shall be made to an employee benefit plan subject to ERISA or Section 4975 of the Code. In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's ’s acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class of Certificates) unless the Securities Administrator shall have received from the transferee an alternative representation acceptable in form and substance to the DepositorCertificate). Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to To the extent permitted by lawunder applicable law (including, to all rights and obligations as but not limited to, ERISA), none of the Trustee, the Certificate Owner thereof retroactive to Registrar or the date of such Transfer of such Certificate. The Securities Administrator Depositor shall be under no have any liability to any Person for any registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 6.02(d) or for the Paying Agent making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such preceding transfereeHolder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. Any purported In addition, none of the Trustee, the Certificate Owner whose acquisition Registrar or holding the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any ERISA-Restricted Certificate in the form of any a Book-Entry Certificate, and none of the Trustee, the Certificate (Registrar or interest therein) was effected the Depositor shall have any liability for transfers of Book-Entry Certificates or any interests therein made in violation of the restrictions on transfer described in the Prospectus Supplement and this Section 5.02(dAgreement. (e) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a the Class A-R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Residual Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class A-R Certificate shall be a Permitted Transferee who acquires such Ownership Interest in a Class A-R Certificate for its own account and not in the capacity as trustee, nominee or agent for another Person and shall promptly notify the Securities Administrator Certificate Registrar and the Trustee of any change or impending change in its status as such a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in the Class A-R Certificate may be registered on the Closing Date and no Ownership Interest in a Residual Certificate may thereafter be transferred, and the Certificate Registrar shall not register the Transfer of a Residual Certificate unless, in addition to the certificates required to be delivered under subsection (d) above, the Trustee and the Certificate Registrar shall have been furnished with an affidavit (“Transfer Affidavit”) of the initial owner of the Class A-R Certificate unless such Ownership Interest is or proposed transferee of a pro rata undivided interest.Residual Certificate in the form attached hereto as Exhibit L. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Residual Certificate, the Securities Administrator Trustee and the Certificate Registrar shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, them of each of the following: (A) an affidavit a Transferor Certificate in the form of Exhibit E-1 K hereto from the proposed transferee transferor to the effect that the transferor (a) has no knowledge the proposed Transferee is not a Permitted Transferee acquiring an Ownership Interest in such Class A-R Certificate for its own account and not in a capacity as trustee, nominee, or agent for another Person, and (b) has not undertaken the proposed transfer in whole or in part to impede the assessment or collection of tax. (iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of such Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee and shall, upon discovery that it is the registration of Transfer of such Residual Certificate was not acquiring its Ownership Interest in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the Class R date of registration of transfer of such Residual Certificate. None of the Trustee, the Certificate Registrar or the Depositor shall have any liability to any Person for any registration of Transfer of a Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment oin

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator shall initially serve as Trustee is hereby appointed, and the Trustee hereby accepts its appointment as, initial Certificate Registrar Registrar, for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency the Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth belowparagraph, the Securities Administrator Trustee on behalf of the Securities Administrator Trust shall execute, and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator Trustee shall execute on behalf of the Trust Trust, and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (b) Except as provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Securities Administrator Trustee or the Certificate Registrar except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Securities Administrator Certificate Registrar and the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Securities Administrator Trustee and the Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Securities Administrator Trustee, the Certificate Registrar and its their respective agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry 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 that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's ’s normal procedures. The parties hereto are hereby authorized to execute a representation letter one or more Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such representation letter Letter of Representation and this Agreement, the terms of this Agreement shall control. (c) If (i)(xx) the Depository or the Depositor advises the Securities Administrator Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Securities Administrator Certificate Registrar or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, the Certificate Owners of each Class of Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advises the Securities Administrator and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Securities Administrator shall, Trustee shall at the Depositor's expense, Seller’s expense execute on behalf of the Trust and authenticate definitive, fully registered certificates (the “Definitive Certificates”). Neither the Depositor nor the Securities Administrator 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, the Trustee, Securities Administrator, the Certificate Registrar, the Servicer, any Paying Agent Registrar and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (d) Except with respect to the initial transfer of the Private Certificates by the Depositor, no No transfer, sale, pledge or other disposition of any Private Certificate Certificate, other than a Private Certificates sold in offshore transactions in reliance on Regulation S, shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Any Private Certificates (other than the Class P Certificate) sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the 1933 Act shall be issued only in the form of one or more Definitive Certificates and the records of the Certificate Registrar and DTC or its nominee shall be adjusted to reflect the transfer of such Definitive Certificates. In the event of any such transfer, made transfer of any Private Certificate (other than the Class P Certificate) in reliance upon an exemption from the 1933 Actform of a Definitive Certificate, (i) the Securities Administrator and transferee shall certify (A) such transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Depositor shall require (a) the transferor to execute a representation letter (Certificate Registrar, in substantially the form attached hereto as Exhibit F-1J-2) and under the transferee 1933 Act, or (B) such transfer is made to execute an investor representation “accredited investor” under Rule 501(c)(1), (2), (3) or (7) under the 1933 Act (as evidenced by an investment letter (delivered to the Certificate Registrar, in substantially the form attached hereto as Exhibit F-2) J-1, and, if so required by the Certificate Registrar and (b) the Depositor, a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Certificate Registrar and the Depositor, delivered to the Certificate Registrar and the Depositor stating that such transfer may be made pursuant to an exemption, describing including a description of the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Securities Administrator Certificate Registrar, or the Depositor Depositor) or (ii) the Securities Administrator Certificate Registrar shall require the transferor to execute a transferor certificate and the transferee to execute a Rule 144A Letter (in substantially the form attached hereto as Exhibit F-3) an investment letter acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator Certificate Registrar certifying to the Depositor and the Securities Administrator Certificate Registrar the facts surrounding such transfer, which certificate investment letter shall not be an expense of the Securities Administrator Trust, the Trustee, the Certificate Registrar, or the Depositor. The Class P Certificate shall only be issued as a Definitive Certificate and shall only be transferred pursuant to clauses (i)(A) and (ii) above. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator Trustee, the Certificate Registrar, the Seller and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding In the foregoingcase of a Private Certificate that is a Book-Entry Certificate, no certification for purposes of the preceding paragraph, the representations set forth in the investment letter in clause (i) shall be deemed to have been made to the Certificate Registrar by the transferee’s acceptance of such Private Certificate that is also a Book-Entry Certificate (or Opinion the acceptance by a Certificate Owner of Counsel described the beneficial interest in such Certificate). If any Certificate Owner that is required under this Section 5.02(d6.02(d) will to transfer its Class B-5, Class B-6 and Class B-7 Certificates that are Book-Entry Certificates in the form of Definitive Certificates, (i) notifies the Trustee of such transfer or exchange and (ii) transfers such Book-Entry Certificates to the Trustee, in its capacity as such, through the book-entry facilities of the Depository, then the Trustee shall decrease the balance of such Book-Entry Certificates and thereupon, the Trustee shall execute, authenticate and deliver to such Certificate Owner or its designee one or more Definitive Certificates in authorized denominations and with a like aggregate Certificate Principal Balance. Subject to the provisions of this Section 6.02(d) governing registration of transfer and exchange Class B-5, Class B-6 or Class B-7 Certificates (i) held as Definitive Certificates may be required transferred in connection with the first form of Book-Entry Certificates in reliance on Rule 144A under the 1933 Act to one or more Qualified Institutional Buyers that are acquiring such Definitive Certificates, their own accounts for or for the accounts of other Qualified Institutional Buyers and (ii) held as Definitive Certificates by a Qualified Institutional Buyer for its own account or for the account of another Qualified Institutional Buyer may be exchanged for Book-Entry Certificates, in each case upon surrender of such Certificates for registration of transfer or exchange at the offices of the Trustee maintained for such purpose. Whenever any such Certificates are so surrendered for transfer or exchange, either the Trustee shall increase the balance of the related Book-Entry Certificates or the Trustee shall execute, authenticate and deliver the Book-Entry Certificates for which such Certificates were transferred or exchanged, as necessary and appropriate. No Holder of any such Definitive Certificates other than a Qualified Institutional Buyer holding such Certificates for its own account or for the account of another Qualified Institutional Buyer may exchange such Certificates for Book-Entry Certificates. Further, any Certificate Owner of such Book-Entry Certificates other than any such Qualified Institutional Buyers shall notify the Trustee of its status as such and shall transfer such Book-Entry Certificate to the Trustee, through the book-entry facilities of the Depository, whereupon, and also upon surrender to the Trustee of such Book-Entry Certificates by the Depositor Depository, if applicable, the Trustee shall execute, authenticate and deliver to such Certificate Owner or an Affiliate thereof such Certificate Owner’s nominee one or more Definitive Certificates in authorized denominations and with a like aggregate Certificate Principal Balance. None of the Depositor, the Seller, the Servicer, the Certificate Registrar or the Trustee is obligated to register or qualify the Private Certificates under the 1933 Act or any Class R Certificateother securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of a Private Certificate shall, and does hereby agree to, indemnify the Trustee, the Seller, the Servicer, the Depositor and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such Affiliate hereby agree only to make such a transfer to, to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Actfederal and state laws. No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate shall be made unless the Securities Administrator Certificate Registrar shall have received either (i) a representation from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Securities Administrator Certificate Registrar and the Depositor, Depositor (such requirement is satisfied only by the Securities AdministratorCertificate Registrar’s receipt of a representation letter from the transferee substantially in the form of Exhibit F-2 I-1 or F-3 heretoI-2, as appropriateapplicable, on which the Securities Administrator and Depositor is authorized to relyhereto), to the effect that either (A) such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the Code (collectively, a “Plan”)Code, nor a person acting on behalf of any such Plan plan or arrangement nor using the assets of any such Plan plan or arrangement to effect such transfer (a “Plan Investor”), or (Bii) if an ERISA-Restricted Certificate, has been the proposed transfer subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificate with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such a Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of an ERISA-Restricted Certificate, an Opinion of Counsel satisfactory to the Certificate and the servicingRegistrar, management and operation which Opinion of Counsel shall not be an expense of the Trustee, the Certificate Registrar, the Servicer, the Depositor or the Trust: (I) , addressed to the Certificate Registrar, to the effect that the purchase and holding of such ERISA-Restricted Certificate in the form of a Definitive Certificate will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers) and (II) will not subject the Depositor, the Securities Administrator, the Servicer, the Trustee or the Controlling Class Holder to any obligation in addition to those undertaken in the Agreement or (ii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of a Plan or a Plan Investor, an Opinion of Counsel satisfactory to the Securities Administrator which Opinion of Counsel shall not be an expense of either the Securities Administrator or the Trust, addressed to the Securities Administrator, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be “Plan assets” and subject to the prohibited transaction provisions of ERISA and the Code, will not result in such a prohibited transaction, and will not subject the Trustee, the Securities AdministratorCertificate Registrar, the Servicer, or the Depositor or the Controlling Class Holder to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA-Restricted Certificate, in the form of a Definitive Certificate to an employee benefit plan subject to ERISA or Section 4975 of the Code without the delivery to the Certificate Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as described above shall be void and of no effect. In the case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for purposes of clause clauses (i) or (ii) of the first sentence of the preceding sentenceparagraph, such representations shall be deemed to have been made to the Securities Administrator Certificate Registrar by the transferee's ’s acceptance of an such ERISA-Restricted Certificate that is also a Book-Entry Certificate (or the acceptance by a Certificate Owner of the beneficial interest in any such Class Certificate). None of Certificates) unless the Securities Administrator Trustee, the Certificate Registrar or the Depositor shall have received from the transferee an alternative representation acceptable in form and substance to the Depositor. Notwithstanding anything else to the contrary herein, any purported transfer of a ERISA-Restricted Certificate to or on behalf of a Plan or Plan Investor in violation of this paragraph shall be void and of no effect. Any transferee of an ERISA-Restricted Certificate which is a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) such transferee meets the requirements in (i)(B) of the immediately preceding paragraph. Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇'▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) above, then the last preceding transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Securities Administrator shall be under no liability to any Person for making any payments due on such Certificate to such preceding transferee. Any purported Certificate Owner whose acquisition or holding registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 6.02(d) so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements. In addition, none of the Trustee, the Certificate Registrar or the Depositor shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any ERISA-Restricted Certificate in the form of a Book-Entry Certificate, and none of the Trustee, the Certificate (Registrar or interest therein) was effected the Depositor shall have any liability for transfers of Book-Entry Certificates or any interests therein made in violation of the restrictions on transfer described in the Prospectus and this Section 5.02(dAgreement. (e) shall indemnify and hold harmless the Depositor, the Trustee, Securities Administrator, the Servicer, the Trust Fund and the Controlling Class Holder from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. Each Person who has or who acquires any Ownership Interest in a the Class A-R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the Securities Administrator shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit in the form of Exhibit E-1 hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, and an affidavit in the form of Exhibit E-2 hereto from the proposed transferor, representing and warranting, among other things, that no proposed transfer is to impede the assessment odesi