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 3.09, 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. Upon surrender for registration or transfer of a Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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, such Certificateholder’s Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate or such holder’s attorney duly authorized in writing. When a Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a Certificate or any interest therein shall be made to any Person using Plan Assets unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates by the Depositor to the Underwriter and the Depositor shall be deemed to have represented that the Underwriter is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such Certificate for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.093.07, 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 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. Upon Subject to satisfaction of the conditions set forth below, upon surrender for registration or of transfer of a any Certificate at the office or agency maintained pursuant to Section 3.093.08, 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, a one or more new Certificate Certificates 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, such Certificateholder’s Certificate Certificates may be exchanged for another Certificate other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificate Certificates to be exchanged at the office or agency maintained pursuant to Section 3.093.07. Every 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 registered holder of such Certificate related Certificateholders or such holder’s Certificateholders' attorney duly authorized in writing. When a Each Certificate is surrendered for registration of transfer or exchange it shall be canceled 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 any 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 any the Certificate. Except as described below, no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each 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 heretoF). 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 CounselCounsel 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 DepositorOwner Trustee, that such transfer (1i) will not affect the tax status of the Owner Trust and (2ii) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, including, without limitation, including 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 Certificate 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 TrusteeTrustee 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 its the type of Form W-8BEN W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such Form W-8BEN form every three yearsyears or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar or the 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, the Servicer Registrar 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 Certificate Registrar Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and laws such state laws, or is being made pursuant to said 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, the Servicer Registrar or the Depositor and (bB) the transferee executes a representation letter, substantially in the form of Exhibit D heretoD, and the transferor executes a representation letter, substantially in the form of Exhibit E heretoE, 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, the Servicer Registrar or the Depositor and (Bb) a the Certificate of Non-Foreign Status (in substantially the form attached hereto as of Exhibit G) 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 a 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, the Servicer, 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 a Certificate or any interest therein 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 using acting, directly or indirectly, on behalf of any such Plan Assets 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, Trustee and the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which that establishes to the satisfaction of the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer that the purchase and holding of such Certificate the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee, the Trust, Trustee or the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or ERISA, Section 4975 of the CodeCode or Similar Law) 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 or the Certificate Registrar or the ServicerRegistrar. 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 a Certificate such Certificates with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementG, upon which the Depositor, the Owner Trustee, Trustee and 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 the Certificates any such Certificate by the Depositor to the Underwriter and an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall be have deemed to have represented that the Underwriter such Affiliate is not a Plan or a Person investing any Plan Assets of any Plan) Assets), 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, if 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 classified characterized as an association (or a publicly traded partnership, ) taxable as a corporation for federal income tax purposes either by causing the Trust to have having more than 100 Certificateholders holders of the Certificates and the Non-Offered Subordinate Notes at any time during the taxable year of the Trust, an association taxable as a corporationTrust 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 (other than the initial transfer by the Depositor to the Underwriter) shall be made unless the proposed transferee certifiesexecutes a representation letter substantially in the form of Exhibit H, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1i) the such transferee is acquiring such 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 and acquisition, (2ii) the if such transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificatethe related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (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 Ownership Interest to have agreed transferee agrees to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Trust Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (IIiv) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is such transferee will not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to payments on the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” Mortgage Loans within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A301.7701(i)-1(f) immediately upon acquiring an Ownership Interest or (y) use a partnership, trust or other entity to indirectly achieve the result described in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holderclause (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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a 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, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter and the Depositor [Name of Sponsor] shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 the Underwriter[Name of Sponsor]) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a 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 companx xxxeral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter and the Depositor [Name of Seller] shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 the Underwriter[Name of Seller]) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a 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 invexxxxxt funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter and the Depositor DLJ Mortgage Capital, Inc. shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 the UnderwriterDLJ Mortgage Capital, Inc.) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate in authorized denominations of a like alike aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like alike aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders Certificateholder or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 a 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, the ServicerServicer , 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 a the Certificate or any interest therein shall be made to any Person using Plan Assets unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Owner Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter Credit Suisse First Boston and the Depositor shall be deemed to have represented that the Underwriter Credit Suisse First Boston is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 the Underwriter) Credit Suisse First Boston shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Master Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Master Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a 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 xxxx collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Master Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Master Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the Master 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to Residential Funding, by Residential Funding to RFC Asset Holdings, Inc., and by RFC Asset Holdings, Inc. to the Underwriter Class B-2 Issuer (in which case, Residential Funding, the Class B-2 Issuer and the Depositor RFC Asset Holdings, Inc. shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 Residential Funding, by Residential Funding to RFC Asset Holdings, Inc., and by RFC Asset Holdings, Inc. to the UnderwriterClass B-2 Issuer) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) each Person who has or who acquires any Ownership Interest in a Class 2A-R Certificate shall be deemed by The B-2 Component and the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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 Residual Component are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transfereenot separately transferable. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or of transfer of a Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s a Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, 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 Certificate 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and any applicable state securities laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and any applicable state securities laws or is being made pursuant to said the Securities Act and any applicable state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 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 company xxxxral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Owner Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter and the Depositor [Name of Seller/Originator] shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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[Name of Seller/Originator]) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a 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 company xxxxral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter and the Depositor [Name of Seller] shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 the Underwriter[Name of Seller]) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a 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 xxxxany general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter and the Depositor [Name of Seller] shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 the Underwriter[Name of Seller]) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or transfer of a Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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, such Certificateholder’s Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate or such holder’s attorney duly authorized in writing. When a Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit F G hereto, which certificate shall not be an expense of the 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 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicers, the Special Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicers, the Special Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, the ServicerServicers, 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 a Certificate or any interest therein shall be made to any Person using Plan Assets unless the Depositor, the Owner Trustee, the Certificate Registrar Registrar, the Servicers and the Special Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar Registrar, the Servicers and the Special Servicer that the purchase of such Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar Registrar, the Servicers or the Special Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar 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 a Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar Registrar, the Servicers and the 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 the Certificates by the Depositor to the Underwriter and the Depositor shall be deemed to have represented that the Underwriter is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such Certificate for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class G, Class 1A-R or Class 2A-R Certificate, (i) each Person who has or who acquires any Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class G, Class 1A-R or Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the ServicerCertificate Registrar, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class G, Class 1A-R or Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class G, Class 1A-R or Class 2A-R Certificate wishing to transfer the Class G, Class 1A-R or Class 2A-R Certificate, in form and substance satisfactory to the ServicerCertificate Registrar, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 1A-R or Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 1A-R or Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a 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, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter and the Depositor [Name of Seller] shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 the Underwriter[Name of Seller]) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.093.07, 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 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. Upon Subject to satisfaction of the conditions set forth below, upon surrender for registration or of transfer of a any Certificate at the office or agency maintained pursuant to Section 3.093.08, 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, a one or more new Certificate Certificates 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, such Certificateholder’s Certificate Certificates may be exchanged for another Certificate other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificate Certificates to be exchanged at the office or agency maintained pursuant to Section 3.093.07. Every 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 registered holder of such Certificate related Certificateholders or such holder’s Certificateholders’ attorney duly authorized in writing. When a Each Certificate is surrendered for registration of transfer or exchange it shall be canceled 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 any 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 any the Certificate. Except as described below, no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each 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 heretoF). 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 CounselCounsel to the Depositor, the Certificate Registrar and the Enhancer, 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 DepositorOwner Trustee and the Enhancer, that such transfer (1i) will not affect the tax status of the Owner Trust and (2ii) will not adversely affect the interests of any Certificateholder, Noteholder or the Certificateholders or any NoteholderEnhancer, including, without limitation, including 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 Certificate 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 TrusteeTrustee 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 its the type of Form W-8BEN W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such Form W-8BEN form every three yearsyears or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar or the 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, the Servicer Registrar 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 Certificate Registrar Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and laws such state laws, or is being made pursuant to said 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, the Servicer Registrar or the Depositor and (bB) the transferee executes a representation letter, substantially in the form of Exhibit D heretoD, and the transferor executes a representation letter, substantially in the form of Exhibit E heretoE, 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, the Servicer Registrar or the Depositor and (Bb) a the Certificate of Non-Foreign Status (in substantially the form attached hereto as of Exhibit G) 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 a 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, the Servicer, 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 a Certificate or any interest therein Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance 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 using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring such Certificates with “plan assets” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which that establishes to the satisfaction of the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer that the purchase and holding of such Certificate the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee, the Trust, Trustee or the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or ERISA, Section 4975 of the CodeCode or Similar Law) 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 or the Certificate Registrar or the ServicerRegistrar. 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 a Certificate such Certificates with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementG, upon which the Depositor, the Owner Trustee, Trustee and 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 the Certificates any such Certificate by the Depositor to the Underwriter Xxxxx Union Bank and the Depositor Trust Company or an Affiliate of Xxxxx Union Bank and Trust Company (in which case, Xxxxx Union Bank and Trust Company or such Affiliate shall be have deemed to have represented that the Underwriter such Affiliate is not a Plan or a Person investing any Plan Assets of any Plan) Assets), 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 Xxxxx Union Bank and Trust Company of the status of such transferee as an affiliate 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, if 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 classified characterized as an association (or a publicly traded partnership, ) taxable as a corporation for federal income tax purposes either by causing the Trust to have having more than 100 Certificateholders holders of the Certificates, at any time during the taxable year of the Trust, an association taxable as a corporationTrust 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 (other than the initial transfer by the Depositor to the Underwriter) shall be made unless the proposed transferee certifiesexecutes a representation letter substantially in the form of Exhibit H, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1i) the such transferee is acquiring such 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 and acquisition, (2ii) the if such transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificatethe related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (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 Ownership Interest to have agreed transferee agrees to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Trust Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (IIiv) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is such transferee will not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to require payments on the Mortgage Loans as a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” whole within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A301.7701(i)-1(f) immediately upon acquiring an Ownership Interest or (y) use a partnership, trust or other entity to indirectly achieve the result described in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holderclause (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 3.09, 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. Upon surrender for registration or of transfer of a the Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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 the Certificateholder, such Certificateholder’s the Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate Certificateholder or such holder’s Certificateholder's attorney duly authorized in writing. When a the Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a 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, Kxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring the Certificate with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Owner Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the 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 a the Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner 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 the Certificates Certificate by the Depositor to the Underwriter and the Depositor [Name of Seller] shall be have deemed to have represented that the Underwriter such affiliate is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 the Underwriter[Name of Seller]) shall be made unless the proposed transferee certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such 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 and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificate, (i) 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 Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.093.07, 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 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. Upon Subject to satisfaction of the conditions set forth below, upon surrender for registration or of transfer of a any Certificate at the office or agency maintained pursuant to Section 3.093.08, 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, a one or more new Certificate Certificates 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, such Certificateholder’s Certificate Certificates may be exchanged for another Certificate other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificate Certificates to be exchanged at the office or agency maintained pursuant to Section 3.093.07. Every 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 registered holder of such Certificate related Certificateholders or such holder’s Certificateholders’ attorney duly authorized in writing. When a Each Certificate is surrendered for registration of transfer or exchange it shall be canceled 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 any 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 any the Certificate. Except as described below, no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each 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 heretoF). 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 CounselCounsel 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 Depositor, Owner Trustee that such transfer (1i) will not affect the tax status of the Owner Trust and (2ii) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, including, without limitation, including 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 Certificate 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 TrusteeTrustee 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 its the type of Form W-8BEN W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such Form W-8BEN form every three yearsyears or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar or the 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, the Servicer Registrar 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 Certificate Registrar Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and laws such state laws, or is being made pursuant to said 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, the Servicer Registrar or the Depositor and (bB) the transferee executes a representation letter, substantially in the form of Exhibit D heretoD, and the transferor executes a representation letter, substantially in the form of Exhibit E heretoE, 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, the Servicer Registrar or the Depositor and (Bb) a the Certificate of Non-Foreign Status (in substantially the form attached hereto as of Exhibit G) 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 a 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, the Servicer, 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 a Certificate or any interest therein Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance 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 using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring such Certificates with “plan assets” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which that establishes to the satisfaction of the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer that the purchase and holding of such Certificate the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee, the Trust, Trustee or the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or ERISA, Section 4975 of the CodeCode or Similar Law) 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 or the Certificate Registrar or the ServicerRegistrar. 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 a Certificate such Certificates with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementG, upon which the Depositor, the Owner Trustee, Trustee and 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 the Certificates any such Certificate by the Depositor to the Underwriter Xxxxx Union Bank and the Depositor Trust Company or an Affiliate of Xxxxx Union Bank and Trust Company (in which case, Xxxxx Union Bank and Trust Company or such Affiliate shall be have deemed to have represented that the Underwriter such Affiliate is not a Plan or a Person investing any Plan Assets of any Plan) Assets), 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 Xxxxx Union Bank and Trust Company of the status of such transferee as an affiliate 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, if 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 classified characterized as an association (or a publicly traded partnership, ) taxable as a corporation for federal income tax purposes either by causing the Trust to have having more than 100 Certificateholders holders of the Certificates, at any time during the taxable year of the Trust, an association taxable as a corporationTrust 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 (other than the initial transfer by the Depositor to the Underwriter) shall be made unless the proposed transferee certifiesexecutes a representation letter substantially in the form of Exhibit H, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1i) the such transferee is acquiring such 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 and acquisition, (2ii) the if such transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificatethe related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (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 Ownership Interest to have agreed transferee agrees to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Trust Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (IIiv) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is such transferee will not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to require payments on the Mortgage Loans as a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” whole within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A301.7701(i)-1(f) immediately upon acquiring an Ownership Interest or (y) use a partnership, trust or other entity to indirectly achieve the result described in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holderclause (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 3.093.07, 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 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. Upon Subject to satisfaction of the conditions set forth below, upon surrender for registration or of transfer of a any Certificate at the office or agency maintained pursuant to Section 3.093.08, 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, a one or more new Certificate Certificates 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, such Certificateholder’s Certificate Certificates may be exchanged for another Certificate other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificate Certificates to be exchanged at the office or agency maintained pursuant to Section 3.093.07. Every 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 registered holder of such Certificate related Certificateholders or such holder’s Certificateholders' attorney duly authorized in writing. When a Each Certificate is surrendered for registration of transfer or exchange it shall be canceled 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 any 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 any the Certificate. Except as described below, no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each 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 heretoF). 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 CounselCounsel to the Depositor, the Certificate Registrar and the Enhancer, 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 DepositorOwner Trustee and the Enhancer, that such transfer (1i) will not affect the tax status of the Owner Trust and (2ii) will not adversely affect the interests of any Certificateholder, Noteholder or the Certificateholders or any NoteholderEnhancer, including, without limitation, including 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 Certificate 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 TrusteeTrustee 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 its the type of Form W-8BEN W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such Form W-8BEN form every three yearsyears or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar or the 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, the Servicer Registrar 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 Certificate Registrar Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and laws such state laws, or is being made pursuant to said 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, the Servicer Registrar or the Depositor and (bB) the transferee executes a representation letter, substantially in the form of Exhibit D heretoD, and the transferor executes a representation letter, substantially in the form of Exhibit E heretoE, 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, the Servicer Registrar or the Depositor and (Bb) a the Certificate of Non-Foreign Status (in substantially the form attached hereto as of Exhibit G) 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 a 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, the Servicer, 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 a Certificate or any interest therein Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance 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 using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring such Certificates with "plan assets" within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 ("Plan Assets") unless the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which that establishes to the satisfaction of the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer that the purchase and holding of such Certificate the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee, the Trust, Trustee or the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or ERISA, Section 4975 of the CodeCode or Similar Law) 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 or the Certificate Registrar or the ServicerRegistrar. 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 a Certificate such Certificates with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementG, upon which the Depositor, the Owner Trustee, Trustee and 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 the Certificates any such Certificate by the Depositor to the Underwriter and an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall be have deemed to have represented that the Underwriter such Affiliate is not a Plan or a Person investing any Plan Assets of any Plan) Assets), 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, if 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 classified characterized as an association (or a publicly traded partnership, ) taxable as a corporation for federal income tax purposes either by causing the Trust to have having more than 100 Certificateholders holders of the Certificates and the Non-Offered Subordinate Notes at any time during the taxable year of the Trust, an association taxable as a corporationTrust 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 (other than the initial transfer by the Depositor to the Underwriter) shall be made unless the proposed transferee certifiesexecutes a representation letter substantially in the form of Exhibit H, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1i) the such transferee is acquiring such 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 and acquisition, (2ii) the if such transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificatethe related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (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 Ownership Interest to have agreed transferee agrees to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Trust Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (IIiv) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is such transferee will not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to payments on the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” Mortgage Loans within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A301.7701(i)-1(f) immediately upon acquiring an Ownership Interest or (y) use a partnership, trust or other entity to indirectly achieve the result described in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holderclause (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 3.093.07, 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 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. Upon Subject to satisfaction of the conditions set forth below, upon surrender for registration or of transfer of a any Certificate at the office or agency maintained pursuant to Section 3.093.08, 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, a one or more new Certificate Certificates 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, such Certificateholder’s Certificate Certificates may be exchanged for another Certificate other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificate Certificates to be exchanged at the office or agency maintained pursuant to Section 3.093.07. Every 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 registered holder of such Certificate related Certificateholders or such holder’s Certificateholders’ attorney duly authorized in writing. When a Each Certificate is surrendered for registration of transfer or exchange it shall be canceled 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 any 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 any the Certificate. Except as described below, no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each 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 heretoF). 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 CounselCounsel to the Depositor, the Certificate Registrar and the Enhancer, 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 DepositorOwner Trustee and the Enhancer, that such transfer (1i) will not affect the tax status of the Owner Trust and (2ii) will not adversely affect the interests of any Certificateholder, Noteholder or the Certificateholders or any NoteholderEnhancer, including, without limitation, including 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 Certificate 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 TrusteeTrustee 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 its the type of Form W-8BEN W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such Form W-8BEN form every three yearsyears or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar or the 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, the Servicer Registrar 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 Certificate Registrar Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and laws such state laws, or is being made pursuant to said 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, the Servicer Registrar or the Depositor and (bB) the transferee executes a representation letter, substantially in the form of Exhibit D heretoD, and the transferor executes a representation letter, substantially in the form of Exhibit E heretoE, 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, the Servicer Registrar or the Depositor and (Bb) a the Certificate of Non-Foreign Status (in substantially the form attached hereto as of Exhibit G) 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 a 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, the Servicer, 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 a Certificate or any interest therein Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance 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 using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring such Certificates with “plan assets” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which that establishes to the satisfaction of the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer that the purchase and holding of such Certificate the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee, the Trust, Trustee or the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or ERISA, Section 4975 of the CodeCode or Similar Law) 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 or the Certificate Registrar or the ServicerRegistrar. 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 a Certificate such Certificates with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementG, upon which the Depositor, the Owner Trustee, Trustee and 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 the Certificates any such Certificate by the Depositor to the Underwriter Xxxxx Union Bank and the Depositor Trust Company or an Affiliate of Xxxxx Union Bank and Trust Company (in which case, Xxxxx Union Bank and Trust Company or such Affiliate shall be have deemed to have represented that the Underwriter such Affiliate is not a Plan or a Person investing any Plan Assets of any Plan) Assets), 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 Xxxxx Union Bank and Trust Company of the status of such transferee as an affiliate 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, if 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 classified characterized as an association (or a publicly traded partnership, ) taxable as a corporation for federal income tax purposes either by causing the Trust to have having more than 100 Certificateholders holders of the Certificates, at any time during the taxable year of the Trust, an association taxable as a corporationTrust 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 (other than the initial transfer by the Depositor to the Underwriter) shall be made unless the proposed transferee certifiesexecutes a representation letter substantially in the form of Exhibit H, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1i) the such transferee is acquiring such 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 and acquisition, (2ii) the if such transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificatethe related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (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 Ownership Interest to have agreed transferee agrees to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Trust Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (IIiv) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is such transferee will not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to require payments on either the Group I Mortgage Loans or the Group I and Group II Mortgage Loans as a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” whole within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A301.7701(i)-1(f) immediately upon acquiring an Ownership Interest or (y) use a partnership, trust or other entity to indirectly achieve the result described in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holderclause (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 3.093.07, 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 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. Upon Subject to satisfaction of the conditions set forth below, upon surrender for registration or of transfer of a any Certificate at the office or agency maintained pursuant to Section 3.093.08, 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, a one or more new Certificate Certificates 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, such Certificateholder’s Certificate Certificates may be exchanged for another Certificate other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificate Certificates to be exchanged at the office or agency maintained pursuant to Section 3.093.07. Every 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 registered holder of such Certificate related Certificateholders or such holder’s Certificateholders' attorney duly authorized in writing. When a Each Certificate is surrendered for registration of transfer or exchange it shall be canceled 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 any 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 any the Certificate. Except as described below, no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each 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 Exhibit F hereto. 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the DepositorOwner Trustee, that such transfer (1i) will not affect the tax status of the Owner Trust and (2ii) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, including, without limitation, including 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 Certificate 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 TrusteeTrustee 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 copy of its the type of Form W-8BEN W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such Form W-8BEN every three yearsW-8 at the reasonable request of the Certificate Paying Agent. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar or the 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, the Servicer Registrar 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 Certificate Registrar Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and laws such state laws, or is being made pursuant to said 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, the Servicer Registrar or the Depositor and (bB) the transferee executes a representation letter, substantially in the form of Exhibit D heretoD, and the transferor executes a representation letter, substantially in the form of Exhibit E heretoE, 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, the Servicer Registrar or the Depositor and (Bb) a the Certificate of Non-Foreign Status (in substantially the form attached hereto as of Exhibit G) 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 a 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, the Servicer, 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 a Certificate or any interest therein 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 companx xxxeral or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA, or Section 4975 of the Code (any of the foregoing, a "Plan"), any Person using acting, directly or indirectly, on behalf of any such Plan Assets 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, Trustee and the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which that establishes to the satisfaction of the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer that the purchase of such Certificate the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, Trustee or the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, Trustee or the Certificate Registrar or the ServicerRegistrar. 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 a Certificate such Certificates with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementG, upon which the Depositor, the Owner Trustee, Trustee and 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 the Certificates any such Certificate by the Depositor to the Underwriter and an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall be have deemed to have represented that the Underwriter such Affiliate is not a Plan or a Person investing any Plan Assets of any Plan) Assets), 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, if unless evidenced by an Opinion of Counsel that establishes that such transfer or the registration of such transfer would not cause the Trust to be classified characterized as an association (or a publicly traded partnership, ) taxable as a corporation for federal income tax purposes by causing the Trust to have having more than 100 Certificateholders at any time during the taxable year of the Trust, 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 certifiesexecutes a representation letter substantially in the form of Exhibit H, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1i) the such transferee is acquiring such 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 and acquisition, (2ii) the if such transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificatethe related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation and (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 Ownership Interest to have agreed transferee agrees to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted TransfereeTrust Agreement. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holder.”

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 3.09, 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. Upon surrender for registration or transfer of a Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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, such Certificateholder’s Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate or such holder’s attorney duly authorized in writing. When a Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, no 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 Exhibit F G 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, 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 Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders or any Noteholder, 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 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. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, the Servicer, 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 a Certificate or any interest therein shall be made to any Person using Plan Assets unless the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and the Servicer that the purchase of such Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar or the Servicer. 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 a Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementPlan, which the Depositor, the Owner 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 the Certificates by the Depositor to the Underwriter and the Depositor shall be deemed to have represented that the Underwriter is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such Certificate for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2AG Certificate or Class A-R Certificate, (i) each Person who has or who acquires any Ownership Interest in a Class 2AG Certificate or Class A-R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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 2AG Certificate or Class A-R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class 2AG Certificate or Class A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2AG Certificate or Class A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2AG Certificate or Class A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the ServicerCertificate Registrar, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2AG Certificate or Class A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2AG Certificate or Class A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2AG Certificate or Class A-R Certificate wishing to transfer the Class 2AG Certificate or Class A-R Certificate, in form and substance satisfactory to the ServicerCertificate Registrar, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2AG Certificate or Class A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2AG Certificate or Class A-R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2AG Certificate or Class A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2AG Certificate or Class A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2AA-R Certificate, if it is, or is holding an Ownership Interest in a Class 2AA-R Certificate on behalf of, a “pass-through interest holder.”

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 3.093.07, 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 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. Upon Subject to satisfaction of the conditions set forth below, upon surrender for registration or of transfer of a any Certificate at the office or agency maintained pursuant to Section 3.093.08, 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, a one or more new Certificate Certificates 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, such Certificateholder’s Certificate Certificates may be exchanged for another Certificate other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificate Certificates to be exchanged at the office or agency maintained pursuant to Section 3.093.07. Every 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 registered holder of such Certificate related Certificateholders or such holder’s Certificateholders’ attorney duly authorized in writing. When a Each Certificate is surrendered for registration of transfer or exchange it shall be canceled 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 any 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 any the Certificate. Except as described below, no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each 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 heretoF). 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 CounselCounsel 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 DepositorOwner Trustee, that such transfer (1i) will not affect the tax status of the Owner Trust and (2ii) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, including, without limitation, including 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 Certificate 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 TrusteeTrustee 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 its the type of Form W-8BEN W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such Form W-8BEN form every three yearsyears or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar or the 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, the Servicer Registrar 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 Certificate Registrar Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and laws such state laws, or is being made pursuant to said 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, the Servicer Registrar or the Depositor and (bB) the transferee executes a representation letter, substantially in the form of Exhibit D heretoD, and the transferor executes a representation letter, substantially in the form of Exhibit E heretoE, 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, the Servicer Registrar or the Depositor and (Bb) a the Certificate of Non-Foreign Status (in substantially the form attached hereto as of Exhibit G) 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 a 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, the Servicer, 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 a Certificate or any interest therein Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance 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 using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring such Certificates with “plan assets” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which that establishes to the satisfaction of the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer that the purchase and holding of such Certificate the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee, the Trust, Trustee or the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or ERISA, Section 4975 of the CodeCode or Similar Law) 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 or the Certificate Registrar or the ServicerRegistrar. 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 a Certificate such Certificates with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementG, upon which the Depositor, the Owner Trustee, Trustee and 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 the Certificates any such Certificate by the Depositor to the Underwriter and an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall be have deemed to have represented that the Underwriter such Affiliate is not a Plan or a Person investing any Plan Assets of any Plan) Assets), 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, if 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 classified characterized as an association (or a publicly traded partnership, ) taxable as a corporation for federal income tax purposes either by causing the Trust to have having more than 100 Certificateholders holders of the Certificates and the Non-Offered Notes (other than the Class X-1 Notes and the Class M-7 Notes) at any time during the taxable year of the Trust, an association taxable as a corporationTrust 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 (other than the initial transfer by the Depositor to the Underwriter) shall be made unless the proposed transferee certifiesexecutes a representation letter substantially in the form of Exhibit H, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1i) the such transferee is acquiring such 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 and acquisition, (2ii) the if such transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificatethe related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (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 Ownership Interest to have agreed transferee agrees to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Trust Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (IIiv) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is such transferee will not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to payments on the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” Mortgage Loans within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A301.7701(i)-1(f) immediately upon acquiring an Ownership Interest or (y) use a partnership, trust or other entity to indirectly achieve the result described in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holderclause (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 3.09, 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. Upon surrender for registration or transfer of a Certificate at the office or agency maintained pursuant to Section 3.09, 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, a new Certificate 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, such Certificateholder’s Certificate may be exchanged for another Certificate of authorized denominations of a like aggregate amount upon surrender of the Certificate to be exchanged at the office or agency maintained pursuant to Section 3.09. 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 registered holder of such Certificate or such holder’s attorney duly authorized in writing. When a Certificate is surrendered for registration of transfer or exchange it shall be 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 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 any Certificate. Except as described below, 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 Exhibit F G hereto, which certificate shall not be an expense of the 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 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, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to the Depositor, that such transfer (1) will not affect the tax status of the Owner Trust and (2) will not adversely affect the interests of the Certificateholders or any Noteholder, 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 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 TrusteeTrust Administrator. Each Certificateholder unable to establish its non-foreign status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN and shall resubmit such Form W-8BEN every three years. No transfer, sale, pledge or other disposition of the Class CE 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 said Act and laws. In the event of any such transfer, the Certificate Registrar or the 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, the Servicer Master Servicer, the Servicers 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 of 1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Servicer Master Servicer, the Servicers or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit D hereto, and the transferor executes a representation letter, substantially in the form of Exhibit E hereto, 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, the Servicer or the Depositor and (B) a Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit 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 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, 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 a Certificate or any interest therein shall be made to any Person using Plan Assets unless the Depositor, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer and the Servicer Servicers are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer and the Servicer Servicers that the purchase of such Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Owner Trustee, the Trust, the Certificate Registrar Registrar, the Master Servicer or the Servicer Servicers to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer or the ServicerServicers. 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 a Certificate with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar Registrar, the Master Servicer and the Servicer 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 the Certificates by the Depositor to the Underwriter and the Depositor shall be deemed to have represented that the Underwriter is not a Plan or a Person investing Plan Assets of any 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 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, if such transfer or the registration of such transfer would cause the Trust to be classified as a publicly traded partnership, taxable as a corporation for federal income tax purposes by causing the Trust to have more than 100 Certificateholders at any time during the taxable year of the Trust, 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 certifies, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1) the transferee is acquiring such Certificate for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition and (2) the transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2AG, Class A-R or Class A-RL Certificate, (i) each Person who has or who acquires any Ownership Interest in a Class 2AG, Class A-R or Class A-RL Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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 2AG, Class A-R or Class A-RL Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class 2AG, Class A-R or Class A-RL Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2AG, Class A-R or Class A-RL Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2AG, Class A-R or Class A-RL Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the ServicerCertificate Registrar, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2AG, Class A-R or Class A-RL Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2AG, Class A-R or Class A-RL Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2AG, Class A-R or Class A-RL Certificate wishing to transfer the Class 2AG, Class A-R or Class A-RL Certificate, in form and substance satisfactory to the ServicerCertificate Registrar, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2AG, Class A-R or Class A-RL Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2AG, Class A-R or Class A-RL Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2AG, Class A-R or Class A-RL Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2AG, Class A-R or Class A-RL Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class 2AA-R Certificate, if it is, or is holding an Ownership Interest in a Class 2AA-R Certificate on behalf of, a “pass-through interest holder.”

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 3.093.07, 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 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. Upon Subject to satisfaction of the conditions set forth below, upon surrender for registration or of transfer of a any Certificate at the office or agency maintained pursuant to Section 3.093.08, 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, a one or more new Certificate Certificates 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, such Certificateholder’s Certificate Certificates may be exchanged for another Certificate other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificate Certificates to be exchanged at the office or agency maintained pursuant to Section 3.093.07. Every 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 registered holder of such Certificate related Certificateholders or such holder’s Certificateholders’ attorney duly authorized in writing. When a Each Certificate is surrendered for registration of transfer or exchange it shall be canceled 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 any 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 any the Certificate. Except as described below, no transfer of any Certificate or interest therein shall be made to any Person that is not a United States Person. Each 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 heretoF). 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 CounselCounsel 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 DepositorOwner Trustee, that such transfer (1i) will not affect the tax status of the Owner Trust and (2ii) will not adversely affect the interests of the Certificateholders any Certificateholder or any Noteholder, including, without limitation, including 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 Certificate 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 TrusteeTrustee 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 its the type of Form W-8BEN W-8 that the Certificate Paying Agent shall reasonably request and shall resubmit such Form W-8BEN form every three yearsyears or with such frequency as required by then-applicable regulations. No transfer, sale, pledge or other disposition of the Class CE Certificates 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 said the Securities Act and such state laws. In the event of any such transfer, the Owner Trustee or the Certificate Registrar or the 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, the Servicer Registrar 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 Certificate Registrar Indenture Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said the Securities Act and laws such state laws, or is being made pursuant to said 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, the Servicer Registrar or the Depositor and (bB) the transferee executes a representation letter, substantially in the form of Exhibit D heretoD, and the transferor executes a representation letter, substantially in the form of Exhibit E heretoE, 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, the Servicer Registrar or the Depositor and (Bb) a the Certificate of Non-Foreign Status (in substantially the form attached hereto as of Exhibit G) 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 a 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, the Servicer, 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 a Certificate or any interest therein Certificates shall be made to any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance 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 using acting, directly or indirectly, on behalf of any such Plan Assets or any Person acquiring such Certificates with “plan assets” within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer are provided with an Opinion of Counsel which that establishes to the satisfaction of the Depositor, the Owner Trustee, Trustee and the Certificate Registrar and the Servicer that the purchase and holding of such Certificate the Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or ERISA, Section 4975 of the Code or Similar Law and will not subject the Depositor, the Owner Trustee, the Trust, Trustee or the Certificate Registrar or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or ERISA, Section 4975 of the CodeCode or Similar Law) 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 or the Certificate Registrar or the ServicerRegistrar. 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 a Certificate such Certificates with Plan Assets of a Plan may provide a certification in the form of Exhibit F to this Trust AgreementG, upon which the Depositor, the Owner Trustee, Trustee and 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 the Certificates any such Certificate by the Depositor to the Underwriter and an Affiliate of the Depositor (in which case, the Depositor or such Affiliate shall be have deemed to have represented that the Underwriter such Affiliate is not a Plan or a Person investing any Plan Assets of any Plan) Assets), 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, if 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 classified characterized as an association (or a publicly traded partnership, ) taxable as a corporation for federal income tax purposes either by causing the Trust to have having more than 100 Certificateholders holders of the Certificates and the Non-Offered Subordinate Notes at any time during the taxable year of the Trust, an association taxable as a corporationTrust 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 (other than the initial transfer by the Depositor to the Underwriter) shall be made unless the proposed transferee certifiesexecutes a representation letter substantially in the form of Exhibit H, in form and substance reasonably satisfactory to the Certificate Registrar and the Depositor that (1i) the such transferee is acquiring such 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 and acquisition, (2ii) the if such transferee is not a partnership, grantor trust or S corporation for federal income tax purposes. In addition, with respect to each Class 2A-R Certificatethe related Certificates represent not more than 50% of the assets of the partnership, grantor trust or S corporation, (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 Ownership Interest to have agreed transferee agrees to be bound by the following provisions and to have irrevocably authorized the Certificate Paying Agent or its designee under clause (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: (A) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify the Owner Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class 2A-R Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Trust Agreement,” in the form attached hereto as Exhibit J-1) from the proposed Transferee, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class 2A-R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class 2A-R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 3.05 and agrees to be bound by them, and (IIiv) a certificate, in the form attached hereto as Exhibit J-2, from the Certificateholder of a Class 2A-R Certificate wishing to transfer the Class 2A-R Certificate, in form and substance satisfactory to the Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this Agreement has actual knowledge that the proposed Transferee is such transferee will not a Permitted Transferee, no Transfer of an Ownership Interest in a Class 2A-R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class 2A-R Certificate shall agree (x) incur indebtedness secured by the Certificates where payments on such indebtedness bear a relationship to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class 2A-R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to payments on the Certificate Registrar in the form attached hereto as Exhibit J-2. (E) Each Person holding or acquiring an Ownership Interest in a Class 2A-R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” Mortgage Loans within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A301.7701(i)-1(f) immediately upon acquiring an Ownership Interest or (y) use a partnership, trust or other entity to indirectly achieve the result described in a Class 2A-R Certificate, if it is, or is holding an Ownership Interest in a Class 2A-R Certificate on behalf of, a “pass-through interest holderclause (x).”