Common use of Certification by Certificate Owners Clause in Contracts

Certification by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, however, that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of paragraph 1 of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, shall specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, however, that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which that shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of Exhibit K-1 hereto K-1A, Exhibit K-1B, Exhibit K-2A or Exhibit K-2B hereto, as applicable (or such other form as shall be reasonably acceptable to the Certificate Administrator) ), and shall, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which that shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which that shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person’s interest in such Certificate Administrator or and any intermediaries through which such Person’s Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of Exhibit K-1 or Exhibit K-2 hereto (or such other form as shall be reasonably acceptable to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). -174- (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and Section 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which that shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned, the value of such Person's interest in such Certificate and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided that none of the Trusteeprovided, however, the Certificate Administrator or the Certificate Registrar shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may beAdministrator, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by a Responsible Officer of the Trustee, the Certificate Administrator or from the Certificate RegistrarDepository, Depository Participants, and/or indirect participating brokerage firms for which a Depository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may beAdministrator.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in any Book-Entry Certificates representing any Class of Subordinated Certificates to agree to comply with the transfer requirements of Section 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through 128 which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate representing any Class of Subordinated Certificates in violation of Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.. 129 ARTICLE VI

Certification by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of paragraph 1 of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, shall specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, however, that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by a Responsible Officer of the TrusteeTrustee from the Depository, the Certificate Administrator or the Certificate RegistrarDepository Participants, and/or indirect participating brokerage firms for which a Depository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the transfer requirements of Section 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially in the form of paragraph 1 of Exhibit K-1 L-1 hereto (or such other form as shall be reasonably acceptable to the Certificate AdministratorTrustee) and shall, to the extent required by the Certificate Administrator, shall specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, however, that none of the Trustee, the Certificate Administrator or the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by a Responsible Officer of the TrusteeTrustee from the Depository, the Certificate Administrator or the Certificate RegistrarDepository Participants and/or indirect participating brokerage firms for which Depository Participants act as agents, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book- Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by a Responsible Officer of the TrusteeTrustee from the Depository, the Certificate Administrator or the Certificate RegistrarDepository Participants, and/or indirect participating brokerage firms for which a Depository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which that shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Book Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Book Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator shall make such determination based on a certificate of such Person which shall be substantially in the form of paragraph 1 of Exhibit K-1 J-1 hereto (or such other form as shall be reasonably acceptable to the Certificate Administrator) and shall, to the extent required by the Certificate Administrator, shall specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, however, that none of the Trustee, the Certificate Administrator or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which that shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, . Any expenses incurred by the Trustee in connection with confirming the beneficial ownership of a Certificate Administrator or shall be paid by the Certificate Registrar, as the case may beTrust.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the transfer requirements of Section 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially in the form of Exhibit K-1 L-1 hereto (or such other form as shall be reasonably acceptable to the Certificate AdministratorTrustee) and shallspecify, in reasonable detail satisfactory to the extent required by the Certificate AdministratorTrustee, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by a Responsible Officer of the TrusteeTrustee from the Depository, the Certificate Administrator or the Certificate RegistrarDepository Participants and/or indirect participating brokerage firms for which Depository Participants act as agents, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the transfer requirements of Section 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially in the form of paragraph 1 of Exhibit K-1 L-1 hereto (or such other form as shall be reasonably acceptable to the Certificate AdministratorTrustee) and shall, to the extent required by the Certificate Administrator, shall specify the Class Subclass and the portion of the Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, however, that none of the Trustee, the Certificate Administrator Trustee or the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trusteeby, or made known to, the Certificate Administrator Trustee or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator Trustee and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership Certificate Ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be. If any request would require the Trustee to determine the beneficial owner of any Certificate, the Trustee may condition its making such a determination on the payment by the applicable Person of any and all costs and expenses incurred or reasonably anticipated to be incurred by the Trustee in connection with such request or determination.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the transfer requirements of Section 5.2. (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on (i) a certificate of such Person which shall be substantially in the form of paragraph 1 of Exhibit K-1 I hereto (or such other form as shall be reasonably acceptable to the Certificate AdministratorTrustee) and shall, to the extent required by the Certificate Administrator, shall specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially ownedowned and (ii) evidence of ownership of such Book-Entry Certificate through the Securities Depository; provided provided, however, that none of the Trustee, the Certificate Administrator or the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c)5.2, or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by a Responsible Officer of the TrusteeTrustee from the Securities Depository, the Certificate Administrator or the Certificate RegistrarSecurities Depository Participants and/or indirect participating brokerage firms for which Securities Depository Participants act as agents, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.9(b) and shall afford any Person providing information with respect to its 135 beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the applicable transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book- Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee. ARTICLE VI THE SPONSOR, THE MORTGAGE LOAN SELLER, THE ADDITIONAL WARRANTING PARTY, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE REMIC ADMINISTRATOR SECTION 6.01. Liability of the Sponsor, the Certificate Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator. The Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator herein. SECTION 6.02. Merger, Consolidation or Conversion of the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer or the Certificate RegistrarREMIC Administrator. Subject to the following paragraph, the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator each will keep in full effect its existence, rights and franchises as a corporation or other business organization under the laws of the jurisdiction of its organization, and each will obtain and preserve its qualification to do business as a foreign corporation or otherwise in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer or the REMIC Administrator shall be a party, or any Person succeeding to the business of the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer or the REMIC Administrator, shall be the successor of the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, the Special Servicer, the Mortgage Loan Seller or the Additional Warranting Party unless such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by any Rating Agency to any Class of Certificates (as confirmed in writing). SECTION 6.03. Limitation on Liability of the Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator and Others. None of the Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the foregoing shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator or any such other Person against any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne thereby pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator and any director, officer, employee or agent of any of the foregoing may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator and any director, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates or any asset of the Trust Fund, other than any loss, liability or expense: (i) specifically required to be borne by such Person pursuant to the terms hereof, including, without limitation, Section 10.01(h); (ii) which constitutes a Servicing Advance (and is otherwise specifically reimbursable hereunder); (iii) which would otherwise constitute a Servicing Advance but for its failure to be customary, reasonable and necessary; (iv) which is specifically excluded from the definition of "Servicing Advance" by the terms of the proviso thereto; or (v) which was incurred in connection with claims against such party resulting from (A) any breach of a representation or warranty made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder by such party, or from negligent disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law. None of the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Sponsor, the Master Servicer, the Special Servicer and the REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Certificate Account as provided in Section 3.05(a).

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the transfer requirements of Section 5.02(c). --------------- (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially in the form of paragraph 1 of Exhibit K-1 L-1 hereto (or such other ----------- form as shall be reasonably acceptable to the Certificate AdministratorTrustee) and shall, to the extent required by the Certificate Administrator, shall specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, -------- however, that none of the Trustee, the Certificate Administrator Trustee or the Certificate Registrar shall knowingly ------- recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s 's certification that it is a --------------- Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trusteeby, or made known to, the Certificate Administrator Trustee or the Certificate Registrar, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator Trustee and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing --------------- information with respect to its beneficial ownership Certificate Ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be. If any request would require the Trustee to determine the beneficial owner of any Certificate, the Trustee may condition its making such a determination on the payment by the applicable Person of any and all costs and expenses incurred or reasonably anticipated to be incurred by the Trustee in connection with such request or determination.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in any Book-Entry Certificates representing any Class of Subordinated Certificates to agree to comply with the transfer requirements of Section 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate representing any Class of Subordinated Certificates in 126 violation of Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the transfer requirements of Sections 5.02(b) and 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person which shall be substantially specify, in the form of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable reasonable detail satisfactory to the Certificate Administrator) and shallTrustee, to the extent required by the Certificate Administrator, specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided that none of the Trustee, the value of such Person's interest in such Certificate Administrator or and any intermediaries through which such Person's Ownership Interest in such Book-Entry Certificate is held; provided, however, that the Certificate Registrar Trustee shall not knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(b) and/or Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known obtained by the Trustee from the Depository, Depository Participants, and/or indirect participating brokerage firms for which a Responsible Officer of the Trustee, the Certificate Administrator or the Certificate RegistrarDepository Participant acts as agent, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator and the Certificate Registrar Trustee shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate Certificates an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee. ARTICLE VI THE SPONSOR, THE MORTGAGE LOAN SELLER, THE ADDITIONAL WARRANTING PARTY, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE REMIC ADMINISTRATOR SECTION 6.01. Liability of the Sponsor, the Certificate Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator. The Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator herein. SECTION 6.02. Merger, Consolidation or Conversion of the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer or the Certificate RegistrarREMIC Administrator. Subject to the following paragraph, the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator each will keep in full effect its existence, rights and franchises as a corporation or other business organization under the laws of the jurisdiction of its organization, and each will obtain and preserve its qualification to do business as a foreign corporation or otherwise in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer and the REMIC Administrator each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer or the REMIC Administrator shall be a party, or any Person succeeding to the business of the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer or the REMIC Administrator, shall be the successor of the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, the Special Servicer, the Mortgage Loan Seller or the Additional Warranting Party unless such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by either Rating Agency to any Class of Certificates (as confirmed in writing). SECTION 6.03. Limitation on Liability of the Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator and Others. None of the Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator or any director, officer, employee or agent of any of the foregoing shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator or any such other Person against any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne thereby pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties. The Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator and any director, officer, employee or agent of any of the foregoing may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Sponsor, the Master Servicer, the Special Servicer, the REMIC Administrator and any director, officer, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement, the Certificates or any asset of the Trust Fund, other than any loss, liability or expense: (i) specifically required to be borne by such Person pursuant to the terms hereof, including, without limitation, Section 10.01(h); (ii) which constitutes a Servicing Advance (and is otherwise specifically reimbursable hereunder); (iii) which would otherwise constitute a Servicing Advance but for its failure to be customary, reasonable and necessary; (iv) which is specifically excluded from the definition of "Servicing Advance" by the terms of the proviso thereto; or (v) which was incurred in connection with claims against such party resulting from (A) any breach of a representation or warranty made herein by such party, (B) willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder by such party, or from reckless disregard of such obligations or duties, or (C) any violation by such party of any state or federal securities law. None of the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, except in the case of a legal action contemplated by Section 3.22, in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Sponsor, the Master Servicer, the Special Servicer or the REMIC Administrator may in its discretion undertake any such action which it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Sponsor, the Master Servicer, the Special Servicer and the REMIC Administrator each shall be entitled to the direct payment of such expenses or to be reimbursed therefor from the Certificate Account as provided in Section 3.05(a).

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the transfer requirements of Section 5.02(c). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person Person, which certificate shall be substantially in the form of paragraph 1 of Exhibit K-1 hereto (or such other form as shall be reasonably acceptable to the Certificate AdministratorTrustee) and shall, to the extent required by the Certificate Administrator, shall specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided provided, however, that none of neither the Trustee, the Certificate Administrator or Trustee nor the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(c), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator Trustee and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 5.06(b) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be.

Certification by Certificate Owners. (a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an Ownership Interest in the Book-Entry Certificates to agree to comply with the transfer requirements of SECTION 5.02(C). (b) To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Certificate Owner, the Certificate Administrator Trustee shall make such determination based on a certificate of such Person Person, which certificate shall be substantially in the form of Exhibit paragraph 1 of EXHIBIT K-1 hereto (or such other form as shall be reasonably acceptable to the Certificate AdministratorTrustee) and shall, to the extent required by the Certificate Administrator, shall specify the Class and Certificate Principal Balance or Certificate Notional Amount, as the case may be, of the Book-Entry Certificate beneficially owned; provided PROVIDED, HOWEVER, that none of neither the Trustee, the Certificate Administrator or Trustee nor the Certificate Registrar shall knowingly recognize such Person as a Certificate Owner if such Person, to the actual knowledge of a Responsible Officer of the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry Certificate in violation of Section 5.02(cSECTION 5.02(C), or if such Person’s 's certification that it is a Certificate Owner is in direct conflict with information actually known by a Responsible Officer of the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be, with respect to the identity of a Certificate Owner. The Trustee, the Certificate Administrator Trustee and the Certificate Registrar shall each exercise its reasonable discretion in making any determination under this Section 5.06 SECTION 5.06(B) and shall afford any Person providing information with respect to its beneficial ownership of any Book-Entry Certificate an opportunity to resolve any discrepancies between the information provided and any other information available to the Trustee, the Certificate Administrator Trustee or the Certificate Registrar, as the case may be.