Common use of Registration of and Limitations on Transfer and Exchange of Certificate Clause in Contracts

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders or such Certificateholders' attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate Registrar, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (ii) (A) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state laws, or is being made pursuant to the Securities Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (B) the transferee executes a representation letter, substantially in the form of Exhibit D, and the transferor executes a representation letter, substantially in the form of Exhibit E, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Xxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate [Name of the Depositor (in which case, the Depositor or such Affiliate Sponsor] shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to [Name of Sponsor]) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of or transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder’s Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders registered holder of such Certificate or such Certificateholders' holder’s attorney duly authorized in writing. Each When a Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of the Certificateholders or any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a Certificate the Class CE Certificates shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (aA) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (bB) the a Certificate of Non-Foreign Status (in substantially the form of attached hereto as Exhibit F, G) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such a Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer, and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates a Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such using Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") Assets unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates such Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates a Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Trust Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate the Certificates by the Depositor to an Affiliate of the Underwriter and the Depositor (in which case, the Depositor or such Affiliate shall have be deemed to have represented that such Affiliate the Underwriter is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee and the Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwiseTrust, an association taxable as a corporation, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate (other than the initial transfer by the Depositor to the Underwriter) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the such Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporationwith respect to each Class 2A-R Certificate, (iiii) each Person who has or who acquires any Ownership Interest in a Class 2A-R Certificate shall be deemed by the acceptance or acquisition of such transferee agrees Ownership Interest to have agreed to be bound by the Trust Agreement, following provisions and (iv) such transferee will not (x) incur indebtedness secured by to have irrevocably authorized the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) Certificate Paying Agent or (y) use a partnership, trust or other entity to indirectly achieve the result described in its designee under clause (x).iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class 2A-R Certificate are expressly subject to the following provisions:

Registration of and Limitations on Transfer and Exchange of Certificate. (i) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Indenture Trustee Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of or transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder's Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders registered holder of such Certificate or such Certificateholders' holder's attorney duly authorized in writing. Each When a Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate Registrar, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate the Class G, Class P or Class C Certificates shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Servicers or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Servicers or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner TrusteeMaster Servicer, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Securities Administrator, the Servicers and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer The transferee of Certificates a Certificate shall be made deemed to any employee benefit plan or certain other retirement plans and arrangementshave represented, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral or separate accounts substantially in which such plans, accounts or arrangements are investedthe form of Exhibit F, that are it is not, and is not directly or indirectly acquiring the Class G or Class R Certificate for, on behalf of, or with any assets of, a Plan or plan subject to Section 406 Similar Law. The transferee of ERISAa Class C or Class P Certificate shall be deemed to have represented, substantially in the form of Exhibit F, either (i) that it is not, and is not directly or indirectly acquiring the Class C or Class P Certificate for, on behalf of, or with any assets of, a Plan or plan subject to Similar Law, or (ii) that it is a plan that is not subject to ERISA or Section 4975 of the Code or substantially similar rules under stateCode, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase is acquisition and holding of the Certificates is permissible under applicable lawClass C or Class P Certificate or any interest therein, throughout the period that it holds the Class C or Class P Certificate, will not constitute or result in any prohibited transaction under ERISAa violation of Similar Law, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Indenture Trustee, the Issuing Entity, the Owner Trustee Trustee, the Securities Administrator, the Master Servicer or the Certificate Registrar Servicers to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken by such entities in this the Trust Agreement, which Opinion . Any purported transfer of Counsel shall not be an expense of the Depositor, the Owner Trustee a Certificate to or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such a Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in violation of the representations described in the form preceding two paragraphs shall be void and of Exhibit G, upon which the Depositor, the Owner Trustee no effect. The Securities Administrator and the Certificate Registrar may rely without further inquiry shall be under no liability to any person for any registration or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any Certificate that is in fact not permitted, for making any payments due on such Certificate by to the Depositor holder thereof or taking any other action with respect to an Affiliate of such holder so long as the Depositor (transfer was registered in which caseaccordance with the foregoing requirements and so long as prior to registering such transfer, the Depositor Securities Administrator or such Affiliate the Certificate Registrar receives any transfer certificate, affidavit or opinion required to be delivered to it hereunder. The Securities Administrator shall have deemed be entitled, but not obligated, to have represented recover from any holder of any Certificate that such Affiliate is not was in fact a Plan or plan subject to Similar Law, as applicable, or person acting on behalf of a Person investing any Plan Assets)or plan subject to Similar Law, as applicable, at the time it became a holder or that subsequently became a Plan or person acting on behalf of a Plan, all payments made on such Certificate at and after either such time. Any such payments so recovered by the Owner Trustee Securities Administrator shall be entitled paid and delivered to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status last preceding holder of such transferee Certificate that is not such a Plan or plan subject to Similar Law, as an Affiliate applicable, or person acting on behalf of the Depositora Plan or plan subject to Similar Law, as applicable. In addition, no transfer of with respect to each Class G or Class R Certificate, (i) each Person who has or who acquires any Ownership Interest in a Class G or Class R Certificate shall be permitted, and no such transfer shall be registered deemed by the Certificate Registrar acceptance or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration acquisition of such transfer would not cause the Trust or any portion thereof Ownership Interest to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees have agreed to be bound by the Trust Agreement, following provisions and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear rights of each Person acquiring any Ownership Interest in a relationship Class G or Class R Certificate are expressly subject to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).following provisions:

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Non- Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment invexxxxxt funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate of the Depositor (in which caseDLJ Mortgage Capital, the Depositor or such Affiliate Inc. shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to DLJ Mortgage Capital, Inc.) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like alike aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like alike aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of any the Certificateholder or any Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (aA) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (bB) the a Certificate of Non-Foreign Status (in substantially the form of attached hereto as Exhibit F, G) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such the Certificateholder is unable to provide a Certificate of Non-Foreign Status, such the Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer , and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") Assets unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Owner Trust Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate of Credit Suisse First Boston and the Depositor (in which case, the Depositor or such Affiliate shall have be deemed to have represented that such Affiliate Credit Suisse First Boston is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee and the Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwiseTrust, an association taxable as a corporation, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to Credit Suisse First Boston shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders or such Certificateholders' ’ attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate Registrar, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (ii) (A) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state laws, or is being made pursuant to the Securities Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (B) the transferee executes a representation letter, substantially in the form of Exhibit D, and the transferor executes a representation letter, substantially in the form of Exhibit E, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Xxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("“Similar Law"”) (any of the foregoing, a "“Plan"”), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "“plan assets" ” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. § 2510.3-101 ("“Plan Assets"”) unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates a Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When a Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Trust and (ii2) will not adversely affect the interests of any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such any applicable state securities laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such any applicable state laws, securities laws or is being made pursuant to the Securities Act and such any applicable state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates a Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral company xxxxral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Owner Trust Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate [Name of the Depositor (in which case, the Depositor or such Affiliate Seller/Originator] shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate (other than the initial transfer by the Depositor to [Name of Seller/Originator]) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders or such Certificateholders' attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F). F. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulationsForm W-8 at the reasonable request of the Certificate Paying Agent. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (ii) (A) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state laws, or is being made pursuant to the Securities Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (B) the transferee executes a representation letter, substantially in the form of Exhibit D, and the transferor executes a representation letter, substantially in the form of Exhibit E, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral companx xxxeral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwiseTrust, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, corporation and (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral companx xxxeral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate [Name of the Depositor (in which case, the Depositor or such Affiliate Seller] shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to [Name of Seller]) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders or such Certificateholders' ’ attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate Registrar, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (ii) (A) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state laws, or is being made pursuant to the Securities Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (B) the transferee executes a representation letter, substantially in the form of Exhibit D, and the transferor executes a representation letter, substantially in the form of Exhibit E, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Xxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("“Similar Law"”) (any of the foregoing, a "“Plan"”), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "“plan assets" ” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. § 2510.3-101 ("“Plan Assets"”) unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes (other than the Class X-1 Notes and the Class M-7 Notes) at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Indenture Trustee Trust Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of or transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder’s Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders registered holder of such Certificate or such Certificateholders' holder’s attorney duly authorized in writing. Each When a Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Class G, Class A-R and Class A-RL Certificate or interest therein shall be made to any Person that is not a United States Person. Each Class G, Class A-R and Class A-RL Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially Exhibit G hereto, which certificate shall not be an expense of the form attached hereto Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If a Class G, Class A-R or Class A-RL Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as Exhibit F). described in the preceding paragraph.. A Certificate may be transferred to a Class G, Class A-R or Class A-RL Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of the Certificateholders or any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrust Administrator. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a Certificate the Class G, Class P, Class X-1, Class X-2 or Class X-S Certificates shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Servicers or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Servicers or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Servicers, and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates a Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such using Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") Assets unless the Depositor, the Owner Trustee Trustee, the Certificate Registrar, the Master Servicer and the Certificate Registrar Servicers are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee Trustee, the Certificate Registrar, the Master Servicer and the Certificate Registrar Servicers that the purchase and holding of the Certificates such Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee Trustee, the Trust, the Certificate Registrar, the Master Servicer or the Certificate Registrar Servicers to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or Trustee, the Certificate Registrar, the Master Servicer or the Servicers. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates a Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Trust Agreement, upon which the Depositor, the Owner Trustee Trustee, the Certificate Registrar, the Master Servicer and the Certificate Registrar Servicers may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate the Certificates by the Depositor to an Affiliate of the Underwriter and the Depositor (in which case, the Depositor or such Affiliate shall have be deemed to have represented that such Affiliate the Underwriter is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee and the Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwiseTrust, an association taxable as a corporation, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transferwith respect to each Class G, saleClass A-R or Class A-RL Certificate, assignment(i) each Person who has or who acquires any Ownership Interest in a Class G, pledge Class A-R or other disposition of a Class A-RL Certificate shall be made unless deemed by the proposed transferee executes a representation letter substantially in the form acceptance or acquisition of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees Ownership Interest to have agreed to be bound by the Trust Agreement, following provisions and (iv) such transferee will not (x) incur indebtedness secured by to have irrevocably authorized the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) Certificate Paying Agent or (y) use a partnership, trust or other entity to indirectly achieve the result described in its designee under clause (x).iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class G, Class A-R or Class A-RL Certificate are expressly subject to the following provisions:

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders or such Certificateholders' ’ attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor Depositor, the Certificate Registrar and the Certificate RegistrarEnhancer, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Enhancer, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeTrustee and the Enhancer, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder Certificateholder, Noteholder or Noteholderthe Enhancer, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (ii) (A) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state laws, or is being made pursuant to the Securities Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (B) the transferee executes a representation letter, substantially in the form of Exhibit D, and the transferor executes a representation letter, substantially in the form of Exhibit E, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Xxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("“Similar Law"”) (any of the foregoing, a "“Plan"”), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "“plan assets" ” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. § 2510.3-101 ("“Plan Assets"”) unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to Xxxxx Union Bank and Trust Company or an Affiliate of the Depositor Xxxxx Union Bank and Trust Company (in which case, the Depositor Xxxxx Union Bank and Trust Company or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor Xxxxx Union Bank and Trust Company of the status of such transferee as an Affiliate of the DepositorXxxxx Union Bank and Trust Company. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificates, at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans as a whole within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. (i) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Indenture Trustee Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of or transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder's Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders registered holder of such Certificate or such Certificateholders' holder's attorney duly authorized in writing. Each When a Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate Registrar, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate the Class G, Class P or Class C Certificates shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Servicers or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Servicers or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner TrusteeMaster Servicer, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer, the Securities Administrator, the Servicers and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such The transferee as an Affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitteddeemed to have represented, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit HF, that it is not, and is not directly or indirectly acquiring the Certificate for, on behalf of, or with any assets of, a Plan or plan subject to Similar Law. Any purported transfer of a Certificate to or on behalf of a Plan in violation of the representations described in the preceding paragraph shall be void and of no effect. The Securities Administrator and the Certificate Registrar shall be under no liability to any person for any registration or transfer of any Certificate that is in fact not permitted, for making any payments due on such Certificate to the holder thereof or taking any other action with respect to such holder so long as the transfer was registered in accordance with the foregoing requirements and so long as prior to registering such transfer, the Securities Administrator or the Certificate Registrar receives any transfer certificate, affidavit or opinion required to be delivered to it hereunder. The Securities Administrator shall be entitled, but not obligated, to recover from any holder of any Certificate that was in fact a Plan or plan subject to Similar Law, as applicable, or person acting on behalf of a Plan or plan subject to Similar Law, as applicable, at the time it became a holder or that subsequently became a Plan or person acting on behalf of a Plan, all payments made on such Certificate at and after either such time. Any such payments so recovered by the Securities Administrator shall be paid and delivered to the last preceding holder of such Certificate that is not such a Plan or plan subject to Similar Law, as applicable, or person acting on behalf of a Plan or plan subject to Similar Law, as applicable. In addition, with respect to each Class G or Class R Certificate, (i) each Person who has or who acquires any Ownership Interest in a Class G or Class R Certificate shall be deemed by the acceptance or acquisition of such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees Ownership Interest to have agreed to be bound by the Trust Agreement, following provisions and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear rights of each Person acquiring any Ownership Interest in a relationship Class G or Class R Certificate are expressly subject to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).following provisions:

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Xxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate [Name of the Depositor (in which case, the Depositor or such Affiliate Seller] shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to [Name of Seller]) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of or transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder’s Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders registered holder of such Certificate or such Certificateholders' holder’s attorney duly authorized in writing. Each When a Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each No transfer of any Class G Certificate and Class A-R Certificate or interest therein shall be made to any Person that is not a United States Person. Each Class G Certificateholder and Class A-R Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarG hereto, which Opinion of Counsel certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate the Class P, Class X-1, Class X-2 or Class G Certificates shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates a Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates such Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a transferee may provide a certification in the form of Exhibit F to this Trust Agreement, to the effect that it is not a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates a Certificate with Plan Assets may provide of a certification in the form of Exhibit GPlan, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate the Certificates by the Depositor to an Affiliate of the Underwriter and the Depositor (in which case, the Depositor or such Affiliate shall have be deemed to have represented that such Affiliate the Underwriter is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee and the Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwiseTrust, an association taxable as a corporation, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transferwith respect to each Class G Certificate or Class A-R Certificate, sale, assignment, pledge (i) each Person who has or other disposition of who acquires any Ownership Interest in a Class G Certificate or Class A-R Certificate shall be made unless deemed by the proposed transferee executes a representation letter substantially in the form acceptance or acquisition of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees Ownership Interest to have agreed to be bound by the Trust Agreement, following provisions and (iv) such transferee will not (x) incur indebtedness secured by to have irrevocably authorized the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) Certificate Paying Agent or (y) use a partnership, trust or other entity to indirectly achieve the result described in its designee under clause (x).iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class G Certificate or Class A-R Certificate are expressly subject to the following provisions:

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders or such Certificateholders' attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor Depositor, the Certificate Registrar and the Certificate RegistrarEnhancer, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Enhancer, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeTrustee and the Enhancer, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder Certificateholder, Noteholder or Noteholderthe Enhancer, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (ii) (A) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state laws, or is being made pursuant to the Securities Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (B) the transferee executes a representation letter, substantially in the form of Exhibit D, and the transferor executes a representation letter, substantially in the form of Exhibit E, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Xxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. § 2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders or such Certificateholders' ’ attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor Depositor, the Certificate Registrar and the Certificate RegistrarEnhancer, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Enhancer, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeTrustee and the Enhancer, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder Certificateholder, Noteholder or Noteholderthe Enhancer, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (ii) (A) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state laws, or is being made pursuant to the Securities Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (B) the transferee executes a representation letter, substantially in the form of Exhibit D, and the transferor executes a representation letter, substantially in the form of Exhibit E, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Xxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("“Similar Law"”) (any of the foregoing, a "“Plan"”), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "“plan assets" ” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. § 2510.3-101 ("“Plan Assets"”) unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to Xxxxx Union Bank and Trust Company or an Affiliate of the Depositor Xxxxx Union Bank and Trust Company (in which case, the Depositor Xxxxx Union Bank and Trust Company or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor Xxxxx Union Bank and Trust Company of the status of such transferee as an Affiliate of the DepositorXxxxx Union Bank and Trust Company. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificates, at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on either the Group I Mortgage Loans or the Group I and Group II Mortgage Loans as a whole within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate Registrar, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Master Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank xxxx collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Master Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Master Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarMaster Servicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Master Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate of Residential Funding, by Residential Funding to RFC Asset Holdings, Inc., and by RFC Asset Holdings, Inc. to the Depositor Class B-2 Issuer (in which case, Residential Funding, the Depositor or such Affiliate Class B-2 Issuer and RFC Asset Holdings, Inc. shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to Residential Funding, by Residential Funding to RFC Asset Holdings, Inc., and by RFC Asset Holdings, Inc. to the Class B-2 Issuer) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, . The B-2 Component and the related Certificates represent Residual Component are not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x)separately transferable.

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount, dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders or such Certificateholders' ’ attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Except as described below, each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit F). A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate Registrar, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner Trustee, Trustee that such transfer (i) will not affect the tax status of the Trust and (ii) will not adversely affect the interests of any Certificateholder or Noteholder, including as a result of the imposition of any federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters Person. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of Form W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such form every three years or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, and which investment letter states that, among other things, such transferee (A) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A or (ii) (A) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state laws, or is being made pursuant to the Securities Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (B) the transferee executes a representation letter, substantially in the form of Exhibit D, and the transferor executes a representation letter, substantially in the form of Exhibit E, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Xxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("“Similar Law"”) (any of the foregoing, a "“Plan"”), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with "“plan assets" ” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. § 2510.3-101 ("“Plan Assets"”) unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel that establishes to the satisfaction of the Depositor, the Owner Trustee and the Certificate Registrar that the purchase and holding of the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or Similar Law) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or the Certificate Registrar. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with Plan Assets may provide a certification in the form of Exhibit G, upon which the Depositor, the Owner Trustee and the Certificate Registrar may rely without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate by the Depositor to Xxxxx Union Bank and Trust Company or an Affiliate of the Depositor Xxxxx Union Bank and Trust Company (in which case, the Depositor Xxxxx Union Bank and Trust Company or such Affiliate shall have deemed to have represented that such Affiliate is not a Plan or a Person investing any Plan Assets), and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor Xxxxx Union Bank and Trust Company of the status of such transferee as an Affiliate of the DepositorXxxxx Union Bank and Trust Company. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized as an association (or a publicly traded partnership) taxable as a corporation either by having more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificates, at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transfer, sale, assignment, pledge or other disposition of a Certificate shall be made unless the proposed transferee executes a representation letter substantially in the form of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans as a whole within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Non- Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral xxxxany general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate [Name of the Depositor (in which case, the Depositor or such Affiliate Seller] shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to [Name of Seller]) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral company xxxxral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate [Name of the Depositor (in which case, the Depositor or such Affiliate Seller] shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to [Name of Seller]) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of or transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder’s Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders registered holder of such Certificate or such Certificateholders' holder’s attorney duly authorized in writing. Each When a Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Class G, Class 1A-R and Class 2A-R Certificate or interest therein shall be made to any Person that is not a United States Person. Each Class G, Class 1A-R and Class 2A-R Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially Exhibit G hereto, which certificate shall not be an expense of the form attached hereto Trust, the Owner Trustee, the Certificate Registrar or the Depositor. If a Class G, Class 1A-R or Class 2A-R Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as Exhibit F). described in the preceding paragraph.. A Certificate may be transferred to a Class G, Class 1A-R or Class 2A-R Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of the Certificateholders or any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a Certificate the Class 1P, Class 1X-1, Class 1X-2, Class 1X-S, Class G, Class 2P, Class 2X-1 or Class 2X-2 Certificates shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicers, the Special Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "“qualified institutional buyer" ” as defined under Rule 144A, acting for its own account or the accounts of other "“qualified institutional buyers" ” as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicers, the Special Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicers, the Special Servicer and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates a Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance compxxx xeneral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, Section 4975 of the Code or substantially similar rules under state, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such using Plan or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") Assets unless the Depositor, the Owner Trustee Trustee, the Certificate Registrar, the Servicers and the Certificate Registrar Special Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee Trustee, the Certificate Registrar, the Servicers and the Certificate Registrar Special Servicer that the purchase and holding of the Certificates such Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee Trustee, the Trust, the Certificate Registrar, the Servicers or the Certificate Registrar Special Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee or Trustee, the Certificate Registrar, the Servicers or the Special Servicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates a Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Trust Agreement, upon which the Depositor, the Owner Trustee Trustee, the Certificate Registrar, the Servicers and the Certificate Registrar Special Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate the Certificates by the Depositor to an Affiliate of the Underwriter and the Depositor (in which case, the Depositor or such Affiliate shall have be deemed to have represented that such Affiliate the Underwriter is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee and the Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwiseTrust, an association taxable as a corporation, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes. In addition, no transferwith respect to each Class G, saleClass 1A-R or Class 2A-R Certificate, assignment(i) each Person who has or who acquires any Ownership Interest in a Class G, pledge Class 1A-R or other disposition of a Class 2A-R Certificate shall be made unless deemed by the proposed transferee executes a representation letter substantially in the form acceptance or acquisition of Exhibit H, that (i) such transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person or entity in connection with such acquisition, (ii) if such transferee is a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees Ownership Interest to have agreed to be bound by the Trust Agreement, following provisions and (iv) such transferee will not (x) incur indebtedness secured by to have irrevocably authorized the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) Certificate Paying Agent or (y) use a partnership, trust or other entity to indirectly achieve the result described in its designee under clause (x).iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate are expressly subject to the following provisions:

Registration of and Limitations on Transfer and Exchange of Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificates Certificate and of transfers and exchanges of the Certificates Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon Upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Certificate Registrar as its authenticating agent to authenticate and deliver) in the name of the designated transferee or transferees, one or more a new Certificates Certificate in authorized denominations of a like aggregate amount, amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, Certificates the Certificate may be exchanged for other Certificates another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificates Certificate to be exchanged at the office or agency maintained pursuant to Section 3.073.09. Each Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the related Certificateholders Certificateholder or such Certificateholders' Certificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange it shall be cancelled canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the any Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the any Certificate. Except as described below, each no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each Certificateholder shall establish its non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign Status (set forth in substantially the form attached hereto as Exhibit F)F hereto. A Certificate may be transferred to a Certificateholder unable to establish its non-foreign status as described in the preceding paragraph only if such Certificateholder provides an Opinion of Counsel to the Depositor and the Certificate RegistrarCounsel, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Owner TrusteeDepositor, that such transfer (i1) will not affect the tax status of the Owner Trust and (ii2) will not adversely affect the interests of any Certificateholder or Noteholder, including including, without limitation, as a result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the Certificates Certificate of the prospective transferee). If such transfer occurs and such foreign Certificateholder becomes subject to such United States federal withholding taxes, any such taxes will be withheld by the Indenture Trustee at the direction of the Tax Matters PersonTrustee. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a properly completed copy of the type of its Form W-8 that the Certificate Paying Agent shall reasonably request W-8BEN and shall resubmit such form Form W-8BEN every three years or with such frequency as required by then-applicable regulationsyears. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities said Act and such state laws. In the event of any such transfer, the Owner Trustee Certificate Registrar or the Certificate Registrar Depositor shall prior to such transfer require the transferee to execute (a) either (i) an investment letter in substantially the form attached hereto as Exhibit C (or in such form and substance reasonably satisfactory to the Certificate Registrar and the Depositor), ) which investment letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor, Depositor and which investment letter states that, among other things, such transferee (Aa) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (Bb) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (Aa) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Indenture Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities said Act and such state laws, laws or is being made pursuant to the Securities said Act and such state laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar Registrar, the Servicer or the Depositor and (Bb) the transferee executes a representation letter, substantially in the form of Exhibit DD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit EE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor, Depositor certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor and (b) the Certificate of Non-Foreign Status substantially the form of Exhibit F, acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor, which certificate shall not be an expense of the TrustRegistrar, the Owner Trustee, the Certificate Registrar Servicer or the Depositor. If such Certificateholder is unable to provide a Certificate of Non-Foreign Status, such Certificateholder must provide an Opinion of Counsel as described in the preceding paragraph. The Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of Certificates the Certificate or any interest therein shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh Kxxxx plans and bank collective investment funds and insurance compxxx xeneral company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to Section 406 of ERISA, or Section 4975 of the Code or substantially similar rules under state(collectively, local or federal law ("Similar Law") (any of the foregoing, a "Plan"), any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel that which establishes to the satisfaction of the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer that the purchase and holding of the Certificates Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA, ERISA or Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee or Trustee, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA, ERISA or Section 4975 of the Code or Similar LawCode) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee Trustee, the Certificate Registrar or the Certificate RegistrarServicer. In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit GF to this Agreement, upon which the Depositor, the Owner Trustee and Trustee, the Certificate Registrar and the Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate by the Depositor to an Affiliate [Name of the Depositor (in which case, the Depositor or such Affiliate Seller] shall have deemed to have represented that such Affiliate affiliate is not a Plan or a Person investing Plan Assets of any Plan Assets), Plan) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate affiliate of the Depositor. In addition, no transfer of a the Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel that establishes that if such transfer or the registration of such transfer would not cause the Trust or any portion thereof to be characterized classified as an association (or a publicly traded partnership) , taxable as a corporation either for federal income tax purposes by having causing the Trust to have more than 100 holders of the Certificates and the Non-Offered Subordinate Notes Certificateholders at any time during the taxable year of the Trust or otherwise, a corporation or a taxable mortgage pool for federal and relevant state income tax purposesTrust. In addition, no transfer, sale, assignment, pledge or other disposition of a the Certificate (other than the initial transfer by the Depositor to [Name of Seller]) shall be made unless the proposed transferee executes a representation letter substantially certifies, in form and substance reasonably satisfactory to the form of Exhibit H, Certificate Registrar and the Depositor that (i1) such the transferee is acquiring the Certificate for its own behalf and is not acting as agent or custodian for any other Person person or entity in connection with such acquisition, acquisition and (ii2) if such the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes, the related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (iii) such transferee agrees to be bound by the Trust Agreement, and (iv) such transferee will not (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to payments on the Mortgage Loans within the meaning of Treasury Regulations Section 301.7701(i)-1(f) or (y) use a partnership, trust or other entity to indirectly achieve the result described in clause (x).