Common use of Registration and Transfer of Certificates Clause in Contracts

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository’s agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s 's Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s 's new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof2.02, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer Transfer of Trust Certificates. No transfer Transfer of a beneficial interest in the Trust Beneficial Interest shall be made unless such transfer Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act Act”), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer Transfer all or any portion of the beneficial interest in the Trust Beneficial Interest evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof3.04. Such transfer Transfer may be made by the registered Owner in person or by his its attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer Transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall (i) record the name of such transferee as an Owner and its Ownership Percentage Interest in the Trust Certificate register and (ii) issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership PercentagePercentage Interest. In the event a transferor transfers Transfers only a portion of its beneficial interest in the TrustBeneficial Interest, the Owner Trustee shall register and issue, issue to such transferor a new Trust Certificate evidencing such transferor’s new Ownership PercentagePercentage Interest. Subsequent to a transfer Transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transferTransfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest Beneficial Interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transferTransfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferTransfer and any other reasonable expenses connected therewith.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof2.02, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer Transfer of Trust Certificates. No transfer Transfer of a beneficial interest in the Trust Beneficial Interest shall be made unless such transfer Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act Act”), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer Transfer all or any portion of the beneficial interest in the Trust Beneficial Interest evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof3.04. Such transfer Transfer may be made by the registered Owner in person or by his its attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer Transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall (i) record the name of such transferee as an Owner and its Ownership Percentage Interest in the Trust Certificate register and (ii) issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership PercentagePercentage Interest. In the event a transferor transfers Transfers only a portion of its beneficial interest in the TrustBeneficial Interest, the Owner Trustee shall register and issue, issue to such transferor a new Trust Certificate evidencing such transferor’s new Ownership PercentagePercentage Interest. Subsequent to a transfer Transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transferTransfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest Beneficial Interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transferTransfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferTransfer and any other reasonable expenses connected therewith. (d) The Trust Certificates may not be acquired or held by or for the account of a Plan (as defined herein).

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar (the "Registrar") for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners and the Trust Certificate Insurer shall be made unless such transfer is made pursuant have the right to an effective registration statement under inspect the 1933 Act Register during business hours upon reasonable notice (but no less than 2 Business Days) and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor, aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate with a denomination equal to the Original Certificate Principal Balance of such Class. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Class A Certificates shall be issued in denominations of less than $1,000 except for one Certificate of each Class which may be in a denomination of less than $1,000; accordingly the Trust shall not issue tail certificates on the Startup Day. The Company and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Company, the Servicer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Company, the Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Company advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Company or the Trustee is unable to locate a qualified successor or (ii) the Company at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Company may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Company and at the Company's expense, or such depository's agent or designee but, if the Company does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof2.02, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer Transfer of Trust Certificates. No transfer Transfer of a beneficial interest in the Trust Beneficial Interest shall be made unless such transfer Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act Act"), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer Transfer all or any portion of the beneficial interest in the Trust Beneficial Interest evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof3.04. Such transfer Transfer may be made by the registered Owner in person or by his its attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer Transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s 's Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage Interest in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership PercentagePercentage Interest. In the event a transferor transfers Transfers only a portion of its beneficial interest in the TrustBeneficial Interest, the Owner Trustee shall register and issue, issue to such transferor a new Trust Certificate evidencing such transferor’s 's new Ownership PercentagePercentage Interest. Subsequent to a transfer Transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transferTransfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest Beneficial Interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transferTransfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferTransfer and any other reasonable expenses connected therewith.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof2.02, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer Transfer of Trust Certificates. No transfer Transfer of a beneficial interest in the Trust Beneficial Interest shall be made unless such transfer Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act Act"), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer Transfer all or any portion of the beneficial interest in the Trust Beneficial Interest evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof3.04. Such transfer Transfer may be made by the registered Owner in person or by his its attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer Transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s 's Trust Certificate, the Owner Trustee shall (i) record the name of such transferee as an Owner and its Ownership Percentage Interest in the Trust Certificate register and (ii) issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership PercentagePercentage Interest. In the event a transferor transfers Transfers only a portion of its beneficial interest in the TrustBeneficial Interest, the Owner Trustee shall register and issue, issue to such transferor a new Trust Certificate evidencing such transferor’s 's new Ownership PercentagePercentage Interest. Subsequent to a transfer Transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transferTransfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest Beneficial Interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transferTransfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferTransfer and any other reasonable expenses connected therewith.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer, transfer or exchange of Certificates shall be valid evidence of the Owner Trustee may require same ownership interests in the payment Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of a sum sufficient to cover the payment of any tax transfer or taxes or other governmental charges required to be paid in connection with such transferexchange.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner Subject to the provisions of Section 5.8 hereof with respect to the Unregistered Certificates, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute and authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal or notional amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal or by his attorney duly authorized in writing notional amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute and authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class C Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates (other than the Class A-9IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-9IO Certificates shall be issued in denominations of no less than $1,000 (based on the Class A-9IO Notional Principal Amounts thereof) and integral multiples thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. However, in the case of the Class A-IO Certificates, the Group I A-IO Component and the Group II A-IO Component may not be separately traded. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository’s agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof2.02, or at the office of any agent appointed by it and approved in writing by the Owners Owner at the time of such appointment, a register for the registration and transfer Transfer of the Trust CertificatesCertificate. No transfer Transfer of a beneficial interest in the Trust Certificate shall be made unless such transfer Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act Act"), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer all or any portion of Transfer the beneficial interest in the Trust evidenced by such the Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer Transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer Transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Owner's Trust Certificate, the Owner Trustee shall record the name of such transferee as an the Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such new Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership PercentageCertificate. Subsequent to a transfer Transfer and upon the issuance of the new Trust Certificate or Trust CertificatesCertificate, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transferTransfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. The Owner shall not be permitted to make any partial transfer of such Owner's beneficial interest in the Trust. (c) As a condition precedent to any registration of transferTransfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferTransfer.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates (other than the Class B-3 Certificates) shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof and the Class B-3 Certificates shall be issued in denomination of $100,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than [____]% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository’s agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Grantor Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Grantor Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Grantor Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Grantor Trustee shall have the right to inspect the Register during the Grantor Trustee's normal hours and to obtain copies thereof, and the Grantor Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Grantor Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Certificates then Outstanding with the consent of the Certificate Insurer, the Grantor Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Grantor Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Grantor Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Grantor Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Grantor Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Grantor Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Certificates be registered so as to participate in a global book entry system with the Depository, as set forth herein. The Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of no less than $1,000 and integral multiples thereof. The Depositor and the Grantor Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Certificate Insurer and the Grantor Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Certificate Insurer and the Grantor Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Certificate as shown in the Register, of any notice with respect to the Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Certificates. No Person other than a registered Owner of a Certificate as shown in the Register shall receive a certificate evidencing such Certificate. Upon delivery by the Depository to the Grantor Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Certificates appearing as registered Owners in the registration books maintained by the Grantor Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Certificates and the Depositor or the Grantor Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of the Certificates transferring the Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any of the Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Registrar's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under location, of the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsRegister. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Offered Certificates shall be issued in denominations of less than $1,000 except that one certificate in each class may be in an amount less than $1,000. No Class C-IO Certificates shall be issued in denominations of less than $1,000 (based on the original Notional Principal Amount thereof). The Class D Certificates, the Class R Certificates and the Class S Certificates (other than the Tax Matters Person Residual Interest) shall be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicers, the Master Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicers, the Master Servicer, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding with the consent of the Certificate Insurer, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding with the consent of the Certificate Insurer, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates, other than the Class M-10 Certificates, shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof; the Class M-10 Certificates shall be issued in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of Nationstar Mortgage or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, Nationstar Mortgage may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to Nationstar Mortgage and at the expense of Nationstar Mortgage, or such depository’s agent or designee but, if Nationstar Mortgage does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s 's Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s 's new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners shall have the Trust shall be made unless such transfer is made pursuant right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate Certificate Principal Balance of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate Certificate Principal Balance and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. The Trustee shall not be liable for any expenses in connection with the issuance of Certificates pursuant to this Section 5.4. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. The Class A Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate with a denomination equal to the related Original Class A Certificate Principal Balance. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, and 10% Percentage Interest for any Class B Certificate or any Residual Certificate. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Sponsor, the Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Sponsor is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Sponsor, or such depository's agent or designee but, if the Sponsor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Resident Trustee shall maintain at its office referred to in Section 2.02 hereof2.02, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer Transfer of Trust Certificates. No transfer Transfer of a beneficial interest in the Trust Beneficial Interest shall be made unless such transfer Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act Act”), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer Transfer all or any portion of the beneficial interest in the Trust Beneficial Interest evidenced by such Trust Certificate upon surrender thereof to the Owner Resident Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof3.04. Such transfer Transfer may be made by the registered Owner in person or by his its attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Resident Trustee accompanied by a written instrument of transfer Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer Transfer as the Owner Resident Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Resident Trustee of the transferor’s Trust Certificate, the Owner Resident Trustee shall (i) record the name of such transferee as an Owner and its Ownership Percentage Interest in the Trust Certificate register register, (ii) in the name and on behalf of the Trust issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership PercentagePercentage Interest and (iii) notify the Trustee in writing of such transfer and the details thereof. In the event a transferor transfers Transfers only a portion of its beneficial interest in the TrustBeneficial Interest, the Owner Resident Trustee shall register and issue, issue to such transferor a new Trust Certificate evidencing such transferor’s new Ownership PercentagePercentage Interest. Subsequent to a transfer Transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Resident Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transferTransfer. The Owner Trustee Each of the Trustees may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest Beneficial Interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transferTransfer, the Owner Resident Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferTransfer and any other reasonable expenses connected therewith. (d) The Trust Certificates may not be acquired or held by or for the account of a Plan, except as permitted under Section 3.04(b) herein.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof2.02, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer Transfer of Trust Certificates. No transfer Transfer of a beneficial interest in the Trust Beneficial Interest shall be made unless such transfer Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act Act”), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer Transfer all or any portion of the beneficial interest in the Trust Beneficial Interest evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof3.04. Such transfer Transfer may be made by the registered Owner in person or by his its attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer Transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall (i) record the name of such transferee as an Owner and its Ownership Percentage Interest in the Trust Certificate register and (ii) issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership PercentagePercentage Interest. In the event a transferor transfers Transfers only a portion of its beneficial interest in the TrustBeneficial Interest, the Owner Trustee shall register and issue, issue to such transferor a new Trust Certificate evidencing such transferor’s new Ownership PercentagePercentage Interest. Subsequent to a transfer Transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transferTransfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest Beneficial Interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transferTransfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferTransfer and any other reasonable expenses connected therewith. (d) The Trust Certificates may not be acquired or held by or for the account of a Plan (as defined herein), except as permitted under Section 3.04(d) herein.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the Originator Certificate and the registration of transfer of Trust CertificatesCertificates and the Originator Certificate. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and the Trust Originator Certificate and transfers of Certificates and the Originator Certificate as herein provided. The Owners and the holder of the Originator Certificate shall be made unless such transfer is made pursuant have the right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion the Originator Certificate at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered or a new Originator Certificate. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates or the Originator Certificate shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates or the Originator Certificate surrendered upon such registration of transfer or exchange. (e) Every Certificate and any Originator Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence in form satisfactory to the Trustee duly executed by, in the case of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust each Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof, and, in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In case of the event a transferor transfers only a portion of its beneficial interest in the TrustOriginator Certificate, the Owner Trustee shall register and issueholder thereof or, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificatesin any case, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it his attorney duly authorized in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner or to the holder of the Originator Certificate for any registration of transfertransfer or exchange of Certificates or the Originator Certificate, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates or the Originator Certificate; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate with a denomination equal to the Initial Cut-Off Date Pool Balance. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Originator, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Originator, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Sponsor or the Trustee is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Sponsor, or such 62 depository's agent or designee but, if the Sponsor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates (other than the Class B-3 Certificates) shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof and the Class B-3 Certificates shall be issued in denomination of $100,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository’s agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R-I Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates (other than Class A-18, Class N-IO and Class P-IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class N-IO and Class P-IO Certificates shall be issued in denominations of no less than $1,000 (based on the Class N-IO and Class P-IO Notional Principal Amounts thereof) and integral multiples thereof; the Auction Rate Certificates shall be issued in denominations of $25,000 and in integral multiples thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under location, of the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsRegister. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to Registrar the Owner Trustee accompanied by a written instrument of transfer Depositor shall execute and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate original principal amount or percentage interest and bearing numbers not contemporaneously Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer, transfer or exchange of Certificates shall be valid evidence of the Owner Trustee may require same ownership interests in the payment Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of a sum sufficient to cover the payment of any tax transfer or taxes or other governmental charges required to be paid in connection with such transferexchange.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners and the Trust Certificate Insurer shall be made unless such transfer is made pursuant have the right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class And in the aggregate principal amount of the Certificate so surrendered. As of the Start-Up Day, the Trustee designates its offices located at 123 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the location of the Register. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. As of the Start-Up Day, the Trustee designates its offices located at 123 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Certificate with a denomination equal to the Original Certificate Principal Balance for such Class. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Master Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Sponsor, the Master Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Sponsor or the Trustee is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Sponsor, or such depository's agent or designee but, if the Sponsor does not select such alternative global 51 58 book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) None of the Sponsor, the Master Servicer, the Certificate Insurer, or the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or Clearstream, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Class A Certificates held by Euroclear, Clearstream or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners shall have the Trust shall be made unless such transfer is made pursuant right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate with a denomination equal to the Original Aggregate Loan Balance. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a 52 Depository. Without limiting the immediately preceding sentence, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Sponsor or the Trustee is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Sponsor, or such depository's agent or designee but, if the Sponsor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Class A Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding or if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Offered Certificates (other than the Class A-7IO Certificates) shall be issued in denominations of less than $25,000 and integral multiples of $1,000 in excess thereof. On the Startup Day, the Class A-7IO Certificates shall be issued in denominations of no less than $25,000 (based on the Class A-7IO Notional Principal Amount thereof) and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Seller or the Trustee is unable to locate a qualified successor, or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository, or (iii) following an Event of Default, the Owners of a majority of the Percentage Interests of the Offered Certificates elect to discontinue the book-entry system as not in their best interests, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding with the consent of the Certificate Insurer, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of such Class. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Certificates shall be issued in denominations of $1,000 and integral multiples of $1 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Class A Certificates representing Percentage Interests aggregating not less than 51% advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners. In the case of (i) and (ii) above, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system and in the case of (iii) above, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Securities Administrator shall cause to be kept a register (the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the registration of Certificates and the registration of transfer of Certificates. The Securities Administrator is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall maintain at its office referred have the right to in Section 2.02 hereofinspect the Register upon reasonable notice during the Securities Administrator’s normal hours and to obtain copies thereof, or at and the office Securities Administrator shall have the right to rely upon a certificate executed on behalf of any agent the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Securities Administrator is appointed by it and approved in writing as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Securities Administrator and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Securities Administrator shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Securities Administrator shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee Registrar or Securities Administrator may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Securities Administrator are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Securities Administrator by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Master Servicer, the Seller, the Securities Administrator and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Master Servicer, the Seller, the Securities Administrator and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Securities Administrator of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Securities Administrator at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) 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 nominee and depository with respect to the Offered Certificates and either of Nationstar Mortgage or the Securities Administrator is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event or a Master Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Securities Administrator and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, Nationstar Mortgage may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to Nationstar Mortgage and at the expense of Nationstar Mortgage, or such depository’s agent or designee but, if Nationstar Mortgage does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners and the Trust Certificate Insurer shall be made unless such transfer is made pursuant have the right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class [A] Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class [A] Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class [A] Certificate with a denomination equal to the Aggregate Certificate Principal Balance. Upon initial issuance, the ownership of each such Class [A] Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class [A] Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Master Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class [A] Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Sponsor, the Master Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class [A] Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class [A] Certificate as shown in the Register, of any notice with respect to the Class [A] Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class [A] Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class [A] Certificates. No Person other than a registered Owner of a Class [A] Certificate as shown in the Register shall receive a certificate evidencing such Class [A] Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class [A] Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class [A] Certificates and the Sponsor or the Trustee is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Class [A] Certificates shall no longer be restricted to being registered in the Register in the name of Cede &

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class M-1, Class M-2 and Class B Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository's agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. However, in the case of the Class A-IO Certificates, the Group I A-IO Component, the Group II A-IO Component and the Group III A-IO Component may not be separately traded. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository’s agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of such Class. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Class A Certificates (other than the Class A-IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-IO Certificates shall be issued in denominations of no less than $1,000 (based on the related Class A-11IO or Class A-12IO Notional Principal Amount thereof) and integral multiple thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners shall have the Trust shall be made unless such transfer is made pursuant right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Offered Certificate with a denomination equal to the Original Aggregate Loan Balance. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Sponsor or the Trustee is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Sponsor, or such depository's agent or designee but, if the Sponsor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates as the case may be and all notices with respect to such Offered Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Offered Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates, other than the Class M-10 and Class M-11 Certificates, shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof; the Class M-10 and Class M-11 Certificates shall be issued in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of Nationstar Mortgage or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, Nationstar Mortgage may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to Nationstar Mortgage and at the expense of Nationstar Mortgage, or such depository’s agent or designee but, if Nationstar Mortgage does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding or if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Offered Certificates shall be issued in denominations of less than $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Seller or the Trustee is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository, or (iii) following an Event of Default, the Owners of a majority of the Percentage Interests of the Offered Certificates elect to discontinue the book-entry system as not in their best interests, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (ba) The registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. (cb) As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by each of the Class X Certificates and Class R Certificates, the Trustee will give the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of such Class. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5 Certificates shall be issued in denominations of no less than $25,000 and multiples of $1,000 in excess thereof (except that one certificate in each class may be issued in an amount less than $25,000 or in an integral multiple other than $1,000). The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Master Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Master Servicer, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Depositor or the Trustee is unable to located a qualified successor, (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, beneficial owners having not less than 51% of the Voting Rights evidenced by the Class A Certificates advise the Trustee and the Depository through the Direct Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of beneficial owners, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof2.02, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer Transfer of Trust Certificates. No transfer Transfer of a beneficial interest in the Trust Beneficial Interest shall be made unless such transfer Transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act Act"), and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer Transfer all or any portion of the beneficial interest in the Trust Beneficial Interest evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof3.04. Such transfer Transfer may be made by the registered Owner in person or by his its attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer Transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s 's Trust Certificate, the Owner Trustee shall (i) record the name of such transferee as an Owner and its Ownership Percentage Interest in the Trust Certificate register and (ii) issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership PercentagePercentage Interest. In the event a transferor transfers Transfers only a portion of its beneficial interest in the TrustBeneficial Interest, the Owner Trustee shall register and issue, issue to such transferor a new Trust Certificate evidencing such transferor’s 's new Ownership PercentagePercentage Interest. Subsequent to a transfer Transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transferTransfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest Beneficial Interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transferTransfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferTransfer and any other reasonable expenses connected therewith. (d) The Trust Certificates may not be acquired or held by or for the account of a Plan (as defined herein).

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $_________ and integral multiples of $_________ in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than ___% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository’s agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under location, of the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsRegister. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Offered Certificates shall be issued in denominations of less than $1,000 except that one certificate in each class may be in an amount less than $1,000. The Class C Certificates, the Class R Certificates and Class S Certificates (other than the Tax Matters Person Residual Interest) will be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicers, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicers, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository's agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer or exchange of Trust Certificates. No transfer The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers or exchanges of Certificates as herein provided. The Certificateholders and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Certificateholders of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Certificateholders of a beneficial interest majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Residual Certificates, the Trustee will give the Certificateholders prompt written notice of the appointment of such Registrar and of the location, and any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the entity then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Servicer at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, but only to the extent of the amount by which the Trustee Fee shall have been correspondingly reduced, as expenses of the Trust Fund, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the Corporate Trust Certificate may transfer all or any portion Office, upon the direction of the beneficial interest Registrar the Trustee shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate Certificate Principal Balance and Percentage Interest of the Certificate so surrendered. (c) At the option of any Certificateholder, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer Certificateholder may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class and tenor and a like aggregate Certificate Principal Balance and Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the Corporate Trust Office. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Certificateholder making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Fund and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage Certificateholder thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As No service charge shall be made to a condition precedent to Certificateholder for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of one or more fully registered Certificates of such transferClass. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Class A Certificates shall be issued in denominations of no less than $1,000 and integral multiples of $1 in excess thereof. On the Startup Day, the Class M-1, Class M-2, Class B Certificates and Class C Certificates shall be issued in denominations of no less than $25,000 and integral multiples of $1 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Certificateholder of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Certificateholder of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Certificateholder of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof requiring distributions to be made only to registered Certificateholders appearing as such in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee. If the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in such name or names registered Certificateholders of Offered Certificates transferring the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. However, in the case of the Class A-IO Certificates, the Group I A-IO Component and the Group II A-IO Component may not be separately traded. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository’s agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class C Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to Registrar the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial aggregate principal amount or percentage interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate original principal amount or percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. However, in the case of the Class A IO Certificates, the Group I A IO Component and the Group III A IO Component may not be separately traded. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of CHEC or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, CHEC may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the CHEC and at the expense of CHEC, or such depository’s agent or designee but, if CHEC does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X-IO and the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R-I Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to Registrar the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial aggregate principal amount or percentage interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate original principal amount or percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a beneficial interest in certificate executed on behalf of the Trust shall be made unless Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsCertificates. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed, by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of such Class. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-6 Certificates shall be issued in denominations of no less than $25,000 and multiples of $1,000 in excess thereof (except that one certificate in each class may be issued in an amount less than $25,000 or in an integral multiple other than $1,000). The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Certificate Insurer, the Depositor, the Master Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Certificate Insurer, the Master Servicer, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of principal and interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Depositor or the Trustee is unable to locate a qualified successor, (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, beneficial owners having not less than 51% of the Voting Rights evidenced by the Class A Certificates advise the Trustee and the Depository through the Direct Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of beneficial owners, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under location, of the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsRegister. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Offered Certificates shall be issued in denominations of less than $1,000 except that one certificate in each class may be in an amount less than $1,000. No Class C-IO Certificates shall be issued in denominations of less than $1,000 (based on the Notional Principal Amount thereof). The Class D Certificates, the Class R Certificates and the Class S Certificates (other than the Tax Matters Person Residual Interest) shall be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicers, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicers, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the “Register”) in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name “Cede & Co.” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and either of Nationstar Mortgage or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% of such Class advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. In the case of (i) and (ii) above, Nationstar Mortgage may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to Nationstar Mortgage and at the expense of Nationstar Mortgage, or such depository’s agent or designee but, if Nationstar Mortgage does not select such alternative global book-entry system and in the case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner Subject to the provisions of Section 5.8 hereof with respect to the Unregistered Certificates, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute and authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal or notional amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal or by his attorney duly authorized in writing notional amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute and authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Master Servicer and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Master Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Depositor is unable to locate a qualified successor, (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Depositor that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners and the Trust Certificate Insurer shall be made unless such transfer is made pursuant have the right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate with a denomination equal to the Aggregate Certificate Principal Balance. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Master Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Sponsor, the Master Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Sponsor or the Trustee is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Sponsor, or such depository's agent or designee but, if the Sponsor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the 63 65 Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer, the Certificate Insurer, nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Class A Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates (other than the Class A-10IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-10IO Certificates shall be issued in denominations of no less than $1,000 (based on the Class X- 00XX Notional Principal Amount thereof) and integral multiple thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding or if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners shall have the Trust shall be made unless such transfer is made pursuant right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate with a denomination equal to the Original Aggregate Loan Balance. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Sponsor or the Trustee is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Sponsor, or such depository's agent or designee but, if the Sponsor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Class A Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding or if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Offered Certificates (other than the Class A-7IO Certificates) shall be issued in denominations of less than $25,000 and integral multiples of $1,000 in excess thereof. On the Startup Day, the Class A-7IO Certificates shall be issued in denominations of no less than $25,000 (based on the Class A-7IO Notional Principal Amount thereof) and integral multiples of $1,000 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Seller or the Trustee is unable to locate a qualified successor, or (ii) the Seller at its sole option elects to terminate the book entry system through the Depository, or (iii) following an Event of Default, the Owners of a majority of the Percentage Interests of the Offered Certificates elect to discontinue the book entry system as not in their best interests, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class B-1 Certificates, or if there are no longer any Class B-1 Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X-A and Class X-F Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate outstanding principal amount or by his attorney duly authorized in writing Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of $1,000 Certificate Principal Balance or Notional Amount, as applicable, and integral multiples of $1 in excess thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in the form provided to the Trustee by the Depositor. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Offered Certificates representing Percentage Interests aggregating not less than 51% advises the Trustee and Depository through the Direct or Indirect 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 Owners is no longer in the best interests of the Owners. In the case of (i) and (ii) above, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system and in the case of (iii) above, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners shall have the Trust shall be made unless such transfer is made pursuant right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Offered Certificate with a denomination equal to the Original Aggregate Loan Balance. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding 67 81 sentence, the Sponsor, the Master Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Sponsor or the Trustee is unable to locate a qualified successor or (ii) the Sponsor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Sponsor, or such depository's agent or designee but, if the Sponsor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates as the case may be and all notices with 68 82 respect to such Offered Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Offered Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners shall have the Trust shall be made unless such transfer is made pursuant right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. The Trustee shall not be liable for any expenses in connection with the issuance of Certificates pursuant to this Section 5.4. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Offered Certificate with a denomination equal to the related Original Certificate Principal Balance. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 and integrals thereof for any Offered Certificate or Class B Certificate, and 10% Percentage Interest and integrals thereof for any Class C Certificate or Residual Certificate. The Unaffiliated Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Unaffiliated Seller, the Servicer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Unaffiliated Seller and the Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Unaffiliated Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Unaffiliated Seller is unable to locate a qualified successor or (ii) the Unaffiliated Seller at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Unaffiliated Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Unaffiliated Seller, or such depository's agent or designee but, if the Unaffiliated Seller does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates as the case may be and all notices with respect to such Offered Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners shall have the Trust shall be made unless such transfer is made pursuant right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate Certificate Principal Balance of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate Certificate Principal Balance and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. The Trustee shall not be liable for any expenses in connection with the issuance of Certificates pursuant to this Section 5.4. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate with a denomination equal to the related Original Certificate Principal Balance. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate or Class B Certificate, and 10% Percentage Interest for any Class C Certificate or Residual Certificate. The Unaffiliated Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Unaffiliated Seller, the Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Unaffiliated Seller, the Servicer, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Unaffiliated Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Unaffiliated Seller is unable to locate a qualified successor or (ii) the Unaffiliated Seller at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Unaffiliated Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Unaffiliated Seller, or such depository's agent or designee but, if the Unaffiliated Seller does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of such Class. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Class A Certificates (other than the Class A-IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-IO Certificates shall be issued in denominations of no less than $1,000 (based on the related Class A-7IO or Class A-8IO Notional Principal Amount thereof) and integral multiple thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners and the Trust Group I Insurer shall be made unless such transfer is made pursuant have the right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Offered Certificate with a denomination equal to the Aggregate Certificate Principal Balance. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Sponsor, the Master Servicer, the Group I Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Sponsor, the Master Servicer, the Group I Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-11IO Certificates shall be issued in denominations of no less than $1,000 (based on the Class A-11IO Notional Principal Amount thereof) and integral multiple thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner Subject to the provisions of Section 5.8 hereof with respect to the Unregistered Certificates, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute and authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal or notional amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal or by his attorney duly authorized in writing notional amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute and authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the 77 Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to Registrar the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial aggregate principal amount or percentage interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate original principal amount or percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof . (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The Subject to Section 3.04 and Section 3.06 hereof, the registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s 's Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate and shall register and issue, issue and execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s 's new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Trust Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R-I Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book- entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates (other than the Auction Rate Certificates and the Class A-11 IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-11 IO Certificates shall be issued in denominations of no less than $1,000 (based on the Class A-11 IO Notional Principal Amount thereof) and integral multiples thereof; the Auction Rate Certificates shall be issued in denominations of $25,000 and in integral multiples thereof and the Class A-2 Fixed Certificates shall be issued in a single Certificate to represent the entire Class. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Voting Rights represented by the Certificates then Outstanding with the consent of the Certificate Insurer, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.06 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest in Register, upon the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender direction of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust CertificateRegistrar, the Owner Trustee shall record execute, authenticate and deliver, in the name of such the designated transferee as an Owner or transferees, one or more new Certificates of a like Class and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance aggregate outstanding principal amount or Percentage Interest of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificateso surrendered. (c) As At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a condition precedent like aggregate outstanding principal amount or Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any registration Certificate is so surrendered for exchange, upon the direction of transferthe Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner Trustee may require making the payment of a sum sufficient exchange is entitled to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transferreceive.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class C Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at its office referred such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to in Section 2.02 7.05 hereof. Subject to the provisions of Section 5.08 hereof, or upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. At the option of any agent appointed by it and approved in writing by the Owners at the time of such appointmentOwner, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner Certificates of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee thereof or his attorney duly authorized in writing. No service charge shall record the name of such transferee as be made to an Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates (other than the Class A-9IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-9IO Certificates shall be issued in denominations of no less than $1,000 (based on the Class A-9IO Notional Principal Amounts thereof) and integral multiples thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring the Offered Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Agreement to the contrary, so long as any of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be made unless such transfer is made paid, as expenses of the Trust, pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsSection 7.05 hereof. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Certificate of such Class. Upon initial issuance, the ownership of each such Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, the Offered Certificates (other than the Class A-11IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-11IO Certificates shall be issued in denominations of no less than $1,000 (based on the Class A-11IO Notional Principal Amount thereof) and integral multiples thereof. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of a Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates and all notices with respect to such Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Registrar's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Offered Certificates then Outstanding related to each Mortgage Loan Group or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under location, of the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsRegister. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Depository Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of the Depository Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Offered Certificate of such Class. Upon initial issuance, the ownership of each of the Depository Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Depository Certificates shall be issued in denominations of less than $1,000 except that one Certificate in each class may be in an amount less than $1,000. No Class C-IO Certificates shall be issued in denominations of less than $1,000 (based on the original Notional Principal Amount thereof). The Class D Certificates, the Class R Certificates and the Class S Certificates (other than the Tax Matters Person Residual Interest) shall be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Depository Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Special Servicer, the Master Servicer, the Seller, the Guarantor and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds the Depository Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Special Servicer, the Master Servicer, the Seller, the Guarantor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Depository Certificates,

Registration and Transfer of Certificates. (a) The Owner Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register provide for the registration of Certificates and the registration of transfer of Trust Certificates. No transfer The Trustee is hereby appointed registrar for the purpose of a beneficial interest in registering Certificates and transfers of Certificates as herein provided. The Owners shall have the Trust shall be made unless such transfer is made pursuant right to an effective registration statement under inspect the 1933 Act Register at all reasonable times and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsto obtain copies thereof. (b) The registered Owner Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, the Trustee shall execute, authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly exchanged for other Certificates authorized in writing of like Class, tenor and a like aggregate Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. The Trustee shall not be liable for any expenses in connection with the issuance of Certificates pursuant to this Section 5.4. (g) It is intended that the Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Offered Certificates shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Offered Certificate with a denomination equal to the related Original Certificate Principal Balance. Upon initial issuance, the ownership of each such Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 and integrals thereof for any Offered Certificate or Class B Certificate, and 10% Percentage Interest and integrals thereof for any Residual Certificate. The Unaffiliated Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Unaffiliated Seller, the Servicer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Unaffiliated Seller and the Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any notice with respect to the Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Offered Certificates. No Person other than a registered Owner of an Offered Certificate as shown in the Register shall receive a certificate evidencing such Offered Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Unaffiliated Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Offered Certificates and the Unaffiliated Seller is unable to locate a qualified successor or (ii) the Unaffiliated Seller at its sole option elects to terminate the book-entry system through the Depository, the Offered Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Unaffiliated Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Unaffiliated Seller, or such depository's agent or designee but, if the Unaffiliated Seller does not select such alternative global book-entry system, then the Offered Certificates may be registered in whatever name or names registered Owners of Offered Certificates transferring Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Offered Certificates as the case may be and all notices with respect to such Offered Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred cause to be kept a register (the "Register") in Section 2.02 hereofwhich, or at subject to such reasonable regulations as it may prescribe, the office Trustee shall provide for the registration of any agent Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by it an Authorized Officer thereof as to the names and approved in writing addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners at of a majority of the time aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Certificate Insurer and the Owners prompt written notice of the appointment of such appointmentRegistrar and of the location, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest any change in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under location, of the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities lawsRegister. (b) The registered Owner Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Trust Certificate may transfer all or any portion at the office designated as the location of the beneficial interest Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall authenticate and deliver, in the Trust evidenced name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or by his attorney duly authorized in writing percentage interest and bearing numbers not contemporaneously Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Certificate and entitled to the Owner Trustee same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of in form satisfactory to the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt Registrar duly executed by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage thereof or his attorney duly authorized in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificatewriting. (cf) As a condition precedent No service charge shall be made to an Owner for any registration of transfertransfer or exchange of Certificates, but the Owner Registrar or Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to charge that may be paid imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfertransfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of such Class. Upon initial issuance, the ownership of each such Class A Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Class A Certificates shall be issued in denominations of less than $1,000 except that one certificate in each class may be in an amount less than $1,000. The Class B-10 Certificates the Class S Certificates and Class R Certificates (other than the Tax Matters Person Residual Interest) will be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicers, the Seller, the Certificate Insurer and the Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicers, the Seller, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Depositor or the Trustee is unable to locate a qualified successor or (ii) the Depositor at its sole option elects to terminate the book-entry system through the Depository, the Class A Certificates shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Depositor and at the Depositor's expense, or such depository's agent or designee but, if the Depositor does not select such alternative global book-entry system, then the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.