Common use of Registration and Transfer of Certificates Clause in Contracts

Registration and Transfer of Certificates. (a) The Trustee shall 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 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 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. (b) Subject to the provisions of Section 5.08 hereof, 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. (c) 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 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 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 and entitled to the 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 in form satisfactory to the Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer 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 and Class A-4 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 Trustee 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 provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar registrar (the "Registrar") for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee Certificate Insurer shall have the right to inspect the Register during the Trustee's normal business hours upon reasonable notice (but no less than 2 Business Days) 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. (b) Subject to the provisions of Section 5.08 5.8 hereof, 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. (c) 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 like Class, tenor, 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 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 and entitled to the 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 in form satisfactory to the Registrar Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer 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)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, the no Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 A Certificates shall be issued in denominations of no less than $25,000 and multiples 1,000 except for one Certificate of $1,000 in excess thereof (except that one certificate in each class Class which may be issued in an amount a denomination of less than $25,000 or in an integral multiple other than $1,000); accordingly the Trust shall not issue tail certificates on the Startup Day. The Depositor Seller 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 InsurerSeller, the Depositor, the Master Servicer, the Seller 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 DepositorSeller, the Certificate Insurer, the Master Servicer, the Seller 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 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 Seller advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing, qualified willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Depositor Seller or the Trustee is unable to locate a qualified successor, successor or (ii) the Depositor Seller 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 ownersDepository, 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 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 Depositor Seller and at the DepositorSeller's expense, or such depository's agent or designee but, if the Depositor 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 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 Grantor Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Grantor Trustee shall provide for the registration of Floating Rate Certificates and the registration of transfer of Floating Rate Certificates. The Grantor Trustee is hereby initially appointed Registrar for the purpose of registering Floating Rate Certificates and transfers of Floating Rate 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 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. (b) Subject to the provisions of Section 5.08 hereof, 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. (c) At the option of any OwnerHolder, Floating Rate Certificates of any Class owned by such Owner Holder may be transferred or exchanged for other Floating Rate Certificates authorized of like Class and tenor and a like aggregate original principal amount or percentage interest Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Floating Rate Certificates to be transferred or exchanged at the office designated as the location of the Register. Whenever any Floating Rate Certificate is so surrendered for exchange, upon the direction of the Registrar, the Grantor Trustee shall execute, authenticate and deliver the Floating Rate Certificate or Certificates which the Owner Holder making the exchange is entitled to receive. Any transfer of a Floating Rate Certificate is subject to the transfer restrictions set forth in Section 5.04(d). (dc) All Floating Rate Certificates issued upon any registration of transfer or exchange of Floating Rate Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Floating Rate Certificates surrendered upon such registration of transfer or exchange. (ed) Every Floating Rate Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Owner Holder thereof or his attorney duly authorized in writing. No transfer of a Floating Rate Certificate shall be made to any employee benefit or other plan that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, to a trustee or other person acting on behalf of any such plan, or to any other person using "plan assets" to effect such acquisition (each, a "Plan Investor"), unless the prospective transferee of a Certificateholder desiring to transfer its Floating Rate Certificate provides the Grantor Trustee with either (A) an Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee and the Depositor to the effect that the purchase or holding of such Floating Rate Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Grantor Trustee, the Depositor or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement or the Pooling and Servicing Agreement, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Servicer; or (B) the prospective transferee shall be required to provide the Grantor Trustee and the Depositor with a certification, which the Grantor Trustee and the Depositor may rely upon without further inquiry or investigation, or such other certifications as the Grantor Trustee or the Depositor may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested either (a) is not a Plan Investor or (b) one or more of the following class exemptions are applicable to the holding by the prospective transferee of the Floating Rate Certificates by or with Plan Assets of a Plan: (i) Prohibited Transaction Class Exemption ("PTCE") 00-00, (xx) XXXX 00-00, (xxx) PTCE 91-38, (iv) PTCE 90-1; or (v) PTCE 84-14. Notwithstanding the foregoing, an Opinion of Counsel or certification will not be required with respect to the transfer of any Floating Rate Certificate for so long as such Floating Rate Certificate is held in the name of a Depository or its nominee (each such Floating Rate Certificate, a "Book-Entry Certificate"). Any transferee of a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Book-Entry Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) one or more of the following class exemptions are applicable to the holding by the prospective transferee of the Floating Rate Certificates by or with Plan Assets of a Plan: (i) Prohibited Transaction Class Exemption ("PTCE") 00-00, (xx) XXXX 00-00, (xxx) PTCE 91-38, (iv) PTCE 90-1; or (v) PTCE 84-14. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of clause (b) above, then the last preceding transferee that either (i) is not a Plan Investor or (ii) whose holding is exempt as provided in clause (b) above shall be restored, to the extent permitted by law, to all rights and obligations as Certificateholder thereof retroactive to the date of such transfer of such Book-Entry Certificate. Any purported Certificateholder whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.04(d) shall indemnify and hold harmless the Depositor, the Grantor Trustee, the Servicer, and the Trust from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. The Grantor Trustee shall be under no liability to any Person for making any payments due on any Certificate to such preceding transferee that is not a Plan Investor or whose holding is exempt as provided in clause (b) above. (fe) No service charge shall be made to an Owner a Holder for any registration of transfer or exchange of Floating Rate Certificates, but the Registrar or Grantor Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Floating Rate Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (gf) It is intended that the Class A Floating Rate Certificates be registered so as to participate in a global book-book entry system with the Depository, as set forth herein. Each Class of Class A The Floating Rate Certificates shall, except as otherwise provided in Subsection (hg), 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 The Floating Rate Certificates and Class A-4 Certificates shall will be issued in fully-registered form only in minimum denominations of no less than $25,000 Certificate Principal Balance and integral multiples of $1,000 1 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 Depositorythereof. 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 Servicer and the Grantor Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Class A Floating Rate Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Certificate Insurer, the Master Servicer, the Seller Servicer 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 Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner Holder of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Floating Rate Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner Holder 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 Floating Rate Certificates. No Person other than a registered Owner Holder 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 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 principal and interest by the mailing of checks or drafts to the registered Owners Holders of Class A Floating Rate Certificates appearing as registered Owners Holders 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. (hg) In the event that (i) the Depository or the Depositor advises the Grantor Trustee in writing that the Depository is no longer willing, qualified willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Floating Rate Certificates and the Depositor or the Grantor Trustee is unable to locate a qualified successor, 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 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 ownersDepository, the Class A Floating Rate 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 Floating Rate 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 Floating Rate Certificates may be registered in whatever name or names registered Owners Holders of Class A the Floating Rate Certificates transferring Class A the Floating Rate Certificates shall designate, in accordance with the provisions hereof. (ih) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate of the Floating Rate Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Floating Rate Certificates and all notices with respect to such Class A Floating Rate Certificates shall be made and given, respectively, in to the manner provided in the Representation LetterDepository.

Registration and Transfer of Certificates. (a) The Trustee shall 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 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 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. (b) Subject to the provisions of Section 5.08 hereof, 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. (c) 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 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 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 and entitled to the 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 in form satisfactory to the Registrar duly executed executed, by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer 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, Class A-6 Certificates and Class A-4 A-7 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 Trustee shall 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 Certificate InsurerOwners, the Owners 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 Trust Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Trust 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 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 such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section 5.08 hereof, 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 percentage interest of the Certificate so surrendered. (c) 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 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 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 and entitled to the 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 in form satisfactory to the Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Offered 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 Offered 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 Offered Certificates (other than the Class A-1 A-10 IO Certificates) shall be issued in denominations of no less than $1,000 and integral multiples thereof. On the Startup Day, the Class A-2 Certificates, Class A-3 Certificates and Class A-4 A-10 IO Certificates shall be issued in denominations of no less than $25,000 1,000 (based on the Class A-10 IO Notional Principal Amount thereof) and integral 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)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 Offered 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 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 Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Certificate Insurer, the Master Servicer, the Seller 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 Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A an Offered Certificate as shown in the Register, of any notice with respect to the Class A Offered Certificates or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Offered Certificates. No Person other than a registered Owner of a Class A Offered Certificate as shown in the Register shall receive a certificate evidencing such Class A 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 principal and interest by the mailing of checks or drafts to the registered Owners of Class A 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, qualified willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Offered Certificates and the Depositor or the Trustee is unable to locate a qualified successor, 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 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 ownersDepository, the Class A 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 Class A 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 Class A Offered Certificates may be registered in whatever name or names registered Owners of Class A Offered Certificates transferring Class A 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 Class A Certificate 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 Class A Offered Certificates and all notices with respect to such Class A Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Certificates. (a) The Trustee shall 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 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 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. (b) Subject to the provisions of Section 5.08 hereof, 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. (c) At the option of any Owner, Certificates of any Class owned by such Owner owner may be exchanged for other Certificates authorized of like Class and tenor and a 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 Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive.. 37 (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 and entitled to the 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 in form satisfactory to the Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer 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 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, Certificates and the Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates shall be issued in denominations of no less than $25,000 1,000 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 1,000 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 Sellers 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 Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co.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. (i1) 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 Trustee 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 provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee Certificate Insurer shall have the right to inspect the Register during the Trustee's normal hours at all reasonable times 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. (b) Subject to the provisions of Section 5.08 5.8 hereof, 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. (c) 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 Class, tenor and a 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 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 and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Registrar Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer 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)the next paragraph, be initially issued in the form of a single fully registered Class A Certificate of such Classwith 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. On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 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 Sponsor 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 DepositorSponsor, the Master Servicer, the Seller 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 Certificate InsurerSponsor, the Master Servicer, the Seller 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 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 Trustee 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 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 Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours at all reasonable times 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. (b) Subject to the provisions of Section 5.08 5.8 hereof, 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. (c) 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 Class, tenor and a 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 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 and entitled to the 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 in form satisfactory to the Registrar Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer 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)the next paragraph, be initially issued in the form of a single fully registered Class A Certificate of such Classwith 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. On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates The minimum denominations 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 for any Class A Certificate, $25,000 or in an integral multiple other than $1,000)100,000 for any Class B Certificate and 10% Percentage Interest for any Residual Certificate. The Depositor Sponsor 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 DepositorSponsor, the Master Servicer, the Seller 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 Certificate InsurerSponsor, the Master Servicer, the Seller 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 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 Sponsor advises the Trustee in writing that the Depository is no longer willing, qualified willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Depositor Sponsor or the Trustee is unable to locate a qualified successor, successor or (ii) the Depositor Sponsor 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 ownersDepository, 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 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 Depositor Sponsor and at the Depositor's expenseCertificate Insurer, or such depository's agent or designee but, if the Depositor 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.