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

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate as herein provided. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificate, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver in the name of the designated transferee or transferees, a new Certificate evidencing no less than a 100% Certificate Percentage Interest dated the date of authentication by the Owner Trustee or the Certificate Registrar. 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 Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 a Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with 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 letter shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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 Master Servicer, the Securities Administrator, the Seller, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E to this Agreement, and transferor executes a representation letter, substantially in the form of Exhibit F to this Agreement, 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) 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, the Master Servicer, the Securities Administrator or the Depositor. No certification will be required in connection with the initial transfer of any such Certificates by the Issuer to the Depositor and by the Depositor to one of its Affiliates. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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. Prior to a REMIC conversion no transfer, sale, pledge or other disposition of the Certificate or interest herein shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially in the form attached hereto as Exhibit I certifying that a default has occurred and that a REMIC Conversion should be undertaken. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to the Initial Single Owner. No transfer of the Certificate or any interest therein shall be made to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar, the Seller, the Servicer and the Master Servicer that the purchase of 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 Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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 Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer. In lieu of such Opinion of Counsel, a Person acquiring such a Certificate may provide a certification in the form of Exhibit G to this Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer and the Master Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, shall be deemed to have represented that such party is not a Plan or a Person investing Plan Assets of any Plan).

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the such Certificate as herein provided; provided, however, that the Certificate shall not be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate, and provided, further, that the Certificate shall not be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.3. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificatebelow, upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.7, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, a new Certificate of like tenor evidencing no less than a 100% Certificate Percentage Interest in the Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every time a Certificate is presented or surrendered for registration of transfer or exchange exchange, it shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder Certificateholder or such Holder's Certificateholder’s attorney duly authorized in writing. Each time a Certificate is surrendered for registration of transfer or exchange exchange, it shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 such Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register the transfer or exchange of a Certificate for a period of 15 days preceding the due date for any payment with respect to such Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition transfer of a Certificate shall be made unless such transfer, sale, pledge or other disposition transfer is exempt from or satisfies the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In Except in the case of the initial transfer to the Initial Certificateholder, 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 C-1) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the DepositorDepositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act or (ii) which an investment letter (in the form attached hereto as Exhibit C-2) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Rxxxxxxxx and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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 Master Servicer, the Securities Administrator, the Seller, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E to this Agreement, and transferor executes a representation letter, substantially in the form of Exhibit F to this Agreement, 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) 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, the Master Servicer, the Securities Administrator or the Depositor. No certification will be required in connection with If a Certificateholder desires to effect the initial transfer of any such Certificates by the Issuer to the Depositor and by the Depositor to one of its Affiliates. The Holder of a Certificate desiring to effect such transfer Certificate, it shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, the Servicer Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Prior to a REMIC conversion no transfer, sale, pledge or other disposition Except in the case of the Certificate or interest herein initial transfer to the Initial Certificateholder, no transfer of the Certificates shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and Registrar shall have received a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially representation (in the form attached hereto as Exhibit C-1 or Exhibit C-2) from the proposed transferee of such Certificates to the effect that such proposed transferee is not (A) a retirement plan or an employee benefit plan or arrangement subject to Title I certifying of ERISA or Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) or other employee benefit plan or arrangement that is subject to any federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code (each, a default has occurred and that “Plan”) or a REMIC Conversion should collective investment fund in which such Plans are invested, or an insurance company using assets of separate or general accounts, which include assets of Plans, or are deemed to include such assets, or (B) any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, or with “plan assets” (as defined under the Department of Labor Regulation at 29 C.F.R. Section 25 10.3-101 or corresponding provisions of Similar Law) of a Plan. Such representation shall not be undertaken. Notwithstanding at the foregoingexpense of the Trust, the provisions Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. In addition, any Retained Notes will be subject to the same ERISA restrictions and consequences discussed above applicable to the Certificates unless either (a) the Retained Notes are sold to a party that is a taxable REIT subsidiary or is not affiliated with the owner of this paragraph shall the Certificates and at the time of such sale: (i) the owner of the Certificates is a Permitted Transferee; (ii) no modifications have been made to the transaction documents; (iii) the respective ratings of the Retained Notes as of the date of such sale are not apply lower than the rating of such Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. Prior to the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to Initial Certificateholder, the Initial Single OwnerCertificateholder shall represent and warrant in writing that it is a REIT, a Qualified REIT Subsidiary, or an entity that is disregarded for federal income tax purposes that is wholly-owned by a REIT or Qualified REIT Subsidiary. No transfer Prior to and as a condition of the Certificate registration of any transfer, sale or other disposition of a Certificate, any interest therein Prospective Certificateholder shall be made represent and warrant in writing, in substantially the form set forth in Exhibit D hereto, to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar, the Seller, the Servicer Securities Administrator and the Master Servicer Certificate Registrar and any of their respective successors that it is a Permitted Transferee. In addition, any Retained Notes will be subject to the purchase same requirements, restrictions and consequences discussed in the preceding sentence applicable to the Certificates unless either (a) the Retained Notes are sold to a party that is a taxable REIT subsidiary or is not affiliated with the owner of the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 Certificates and at the time of such sale: (i) the owner of the Code and will not subject Certificates is a Permitted Transferee; (ii) no modifications have been made to the Depositor, transaction documents; (iii) the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 respective ratings of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense Retained Notes as of the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer. In lieu date of such Opinion sale are not lower than the rating of Counselsuch Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. The Owner Trustee shall cause the Certificates to contain a legend, a Person acquiring such a Certificate may provide a certification substantially similar to the applicable legends provided in Exhibit A hereto, stating that transfer of the form Certificates is subject to certain restrictions and referring prospective purchasers of Exhibit G the Certificates to this Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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 Section 3.3 with the initial transfer of any respect to such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, shall be deemed to have represented that such party is not a Plan or a Person investing Plan Assets of any Plan)restrictions.

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate as herein provided; provided, however, that no Class R Certificate or Class N Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificate, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver in the name of the designated transferee or transferees, a new Certificate evidencing no less than a 100% Certificate the Percentage Interest of the Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. 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 Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 a Certificate. No Person transfer, sale, pledge or other disposition of a Class N Certificate or Class R Certificate shall become be made unless the Securities Administrator and Certificate Registrar have received a Certificateholder until it shall establish its non-foreign status by submitting to Transfer Affidavit in substantially the same form attached hereto as Exhibit E. The preceding provisions of this Section notwithstanding, the Certificate Paying Agent an IRS Form W-9 and Registrar shall not register any transfer or exchange of a Class N Certificate or a Class R Certificate for a period of 15 days preceding the Certificate of Non-Foreign Status set forth in Exhibit D heretodue date for any payment with respect to such Certificates. No transfer, sale, pledge or other disposition of a Certificate (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Class R Certificates, the first transfer by an Affiliate of the Depositor, (ii) the transfer of any such Certificate to the issuer under an indenture relating to a resecuritization of any such Certificate or the indenture trustee under such indenture or (iii) a transfer of any such Certificate from the issuer under such indenture or the indenture trustee under such indenture to the Depositor or an Affiliate of the Depositor) 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 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 letter shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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 Master Servicer, the Securities Administrator, the Seller, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E to this Trust Agreement, and transferor executes a representation letter, substantially in the form of Exhibit F to this Trust Agreement, 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (B) with respect to a Class N or Class R Certificate, the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) 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, the Master Servicer, the Securities Administrator or the Depositor. No certification will be required in connection with the initial transfer of any such Certificates by the Issuer to the Depositor and by the Depositor to one of its Affiliates. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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. Prior to a REMIC conversion no transfer, sale, pledge or other disposition of the Certificate or interest herein shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially in the form attached hereto as Exhibit I certifying that a default has occurred and that a REMIC Conversion should be undertaken. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to the initial transfer of the a Certificate to the Depositor or any Affiliate thereof or to the transfer to the Initial Single OwnerHolder thereof. No transfer of the a Certificate or any interest therein shall be made to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar are is provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Securities Administrator, the Certificate Registrar, the Seller, the Servicer Seller and the Master Servicer that the purchase of 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 Certificate Registrar, the Securities Administrator, the Seller, the Servicer Seller 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 Trust Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer Seller or the Master Servicer. In lieu of such Opinion of Counsel, a Person acquiring such a Certificate may provide a certification in the form of Exhibit G to this Trust Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer Seller and the Master Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, shall be deemed to have represented that such party is not a Plan or a Person investing Plan Assets of any PlanAssets).

Registration of and Limitations on Transfer and Exchange of the Certificate. (a) 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 Certificate and of transfers and exchanges of the Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificatebelow, upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee or the Certificate Registrar 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 evidencing no less than in an authorized denomination of a 100% Certificate Percentage Interest like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholder, the Certificate Registrarmay 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 Holder Certificateholder or such HolderCertificateholder's attorney duly authorized in writing. Each When the Certificate is surrendered for registration of transfer or exchange exchange, such Certificate shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 a the Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition of a the Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with 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 letter letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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 amendedAct, 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E to this AgreementD hereto, and the transferor executes a representation letter, substantially in the form of Exhibit F to this AgreementE 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) 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, the Master Servicer, the Securities Administrator or the Depositor. No certification will be required in connection with the initial transfer of any such Certificates by the Issuer to the Depositor and by the Depositor to one of its Affiliates. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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. Prior to a REMIC conversion no transfer, sale, pledge or other disposition of the Certificate or interest herein shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially in the form attached hereto as Exhibit I certifying that a default has occurred and that a REMIC Conversion should be undertaken. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to the Initial Single Owner. No transfer of the Certificate or any interest therein shall be made to any Person unless the Depositor, the Owner Trustee and 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, the Seller, the Servicer Registrar and the Master Servicer that the purchase of 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 Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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, the Securities Administrator, the Seller, the Servicer Registrar or the Master Servicer. In lieu of such Opinion of Counsel, a Person acquiring such a the Certificate may provide a certification in the form of Exhibit G to this Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer Registrar and the Master Servicer may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such the Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate of the Depositor Seller, by the Seller to RFC Asset Holdings II, Inc., by RFC Asset Holdings II, Inc. to the Class B Issuer and the Class B Issuer to the Class B Trustee under the Class B Indenture (in which case, the Depositor Seller, the Class B Issuer and such AffiliateRFC Asset Holdings II, as applicable, Inc. shall be deemed to have represented that such party affiliate is not a Plan or a Person investing Plan Assets of any Plan)) and the Owner Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Owner Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. In addition, no transfer of a Certificate shall be permitted, and no such transfer shall be registered by the Certificate Registrar or be effective hereunder, unless evidenced by an Opinion of Counsel, which establishes that such transfer or the registration of such transfer would not cause the Trust to be classified as a publicly traded partnership, an association taxable as a corporation, a corporation or a taxable mortgage pool for federal and relevant state income tax purposes, which Opinion of Counsel shall not be an expense of the Certificate Registrar and shall be an expense of the proposed transferee. No Opinion of Counsel will be required if such transfer is made to a nominee of an existing beneficial holder of a Certificate. In addition, no transfer, sale, assignment, pledge or other disposition of the Certificate (other than the initial transfer by the Depositor to the Seller, by the Seller to RFC Asset Holdings II, Inc., by RFC Asset Holdings II, Inc., to the Class B Issuer and by the Class B Issuer to the Class B Trustee under the Class B Indenture) 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 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. The B Component and the Residual Component are not separately transferable and cannot be held by more than one Holder.

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the such Certificate as herein provided; provided, however, that the Certificate shall not be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate, and provided, further, that the Certificate shall not be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.3. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificatebelow, upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.7, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, a new Certificate of like tenor evidencing no less than a 100% Certificate Percentage Interest in the Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every time a Certificate is presented or surrendered for registration of transfer or exchange exchange, it shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder Certificateholder or such Holder's Certificateholder’s attorney duly authorized in writing. Each time a Certificate is surrendered for registration of transfer or exchange exchange, it shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 such Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register the transfer or exchange of a Certificate for a period of 15 days preceding the due date for any payment with respect to such Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition transfer of a Certificate shall be made unless such transfer, sale, pledge or other disposition transfer is exempt from or satisfies the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In Except in the case of the initial transfer to the Initial Certificateholder, 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 C-1) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the DepositorDepositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act or (ii) which an investment letter (in the form attached hereto as Exhibit C-2) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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 Master Servicer, the Securities Administrator, the Seller, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E to this Agreement, and transferor executes a representation letter, substantially in the form of Exhibit F to this Agreement, 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) 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, the Master Servicer, the Securities Administrator or the Depositor. No certification will be required in connection with If a Certificateholder desires to effect the initial transfer of any such Certificates by the Issuer to the Depositor and by the Depositor to one of its Affiliates. The Holder of a Certificate desiring to effect such transfer Certificate, it shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, the Servicer Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Prior to a REMIC conversion no transfer, sale, pledge or other disposition Except in the case of the Certificate or interest herein initial transfer to the Initial Certificateholder, no transfer of the Certificates shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and Registrar shall have received a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially representation (in the form attached hereto as Exhibit C-1 or Exhibit C-2) from the proposed transferee of such Certificates to the effect that such proposed transferee is not (A) a retirement plan or an employee benefit plan or arrangement subject to Title I certifying of ERISA or Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) or other employee benefit plan or arrangement that is subject to any federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code (each, a default has occurred and that “Plan”) or a REMIC Conversion should collective investment fund in which such Plans are invested, or an insurance company using assets of separate or general accounts, which include assets of Plans, or are deemed to include such assets, or (B) any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, or with “plan assets” (as defined under the Department of Labor Regulation at 29 C.F.R. Section 2510.3-101 or corresponding provisions of Similar Law) of a Plan. Such representation shall not be undertaken. Notwithstanding at the foregoingexpense of the Trust, the provisions Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. In addition, any Retained Notes will be subject to the same ERISA restrictions and consequences discussed above applicable to the Certificates unless either (a) the Retained Notes are sold or transferred to a party that is a taxable REIT subsidiary or is not affiliated with the owner of this paragraph the Certificates and at the time of such sale or transfer: (i) the owner of the Certificates is a Permitted Transferee; (ii) no modifications have been made to the transaction documents; (iii) the respective ratings of the Retained Notes as of the date of such sale or transfer are not lower than the rating of such Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. The Retained Notes shall be treated for tax purposes as a division of the Certificate and shall not apply be transferred unless the Certificate Registrar receives from either the Certificateholder or the beneficial owner (for U.S. federal income tax purposes) of the Certificate a certification substantially in the form of Exhibit E that the requirements of (a) or (b) above have been met. Prior to and as a condition of the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to Initial Certificateholder, the Initial Single OwnerCertificateholder shall represent and warrant in writing substantially in the form set forth in Exhibit D (section (A)(1)) that it is a REIT, a Qualified REIT Subsidiary, or an entity that is disregarded for federal income tax purposes that is wholly-owned by a REIT or Qualified REIT Subsidiary and that it will only transfer the Certificate to a person that is a Permitted Transferee. No transfer Prior to and as a condition of the Certificate registration of any transfer, sale or other disposition of a Certificate, any interest therein Prospective Certificateholder shall be made represent and warrant in writing, in substantially the form set forth in Exhibit D hereto, to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar, the Seller, the Servicer Securities Administrator and the Master Servicer Certificate Registrar and any of their respective successors that it is a Permitted Transferee and that it will only transfer the purchase Certificate to a person that is a Permitted Transferee. In addition, any Retained Notes will be subject to the same requirements, restrictions and consequences discussed in the preceding sentence applicable to the Certificates unless either (a) the Retained Notes are sold or transferred to a party that is a taxable REIT subsidiary or is not affiliated with the owner of the Certificates and at the time of such sale or transfer: (i) the owner of the Certificates is a Permitted Transferee; (ii) no modifications have been made to the transaction documents; (iii) the respective ratings of the Retained Notes as of the date of such sale or transfer are not lower than the rating of such Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. The Retained Notes shall be treated for tax purposes as a division of 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 Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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 Agreement, which Opinion of Counsel shall not be an expense transferred unless the Certificate Registrar receives from either the Certificateholder or the beneficial owner (for U.S. federal income tax purposes) of the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer. In lieu of such Opinion of Counsel, a Person acquiring such a Certificate may provide a certification substantially in the form of Exhibit G E that the requirements of (a) or (b) above have been met. The Owner Trustee shall cause the Certificates to contain a legend, substantially similar to the applicable legends provided in Exhibit A hereto, stating that transfer of the Certificates is subject to certain restrictions and referring prospective purchasers of the Certificates to this Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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 Section 3.3 with the initial transfer of any respect to such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, shall be deemed to have represented that such party is not a Plan or a Person investing Plan Assets of any Plan)restrictions.

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the Certificate as herein provided. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. The provisions of Sections 6.01, 6.04, 6.05, 6.06, 6.07, 6.08 and 7.01 shall apply to the Certificate Registrar to the same extent applicable to the Owner Trustee except the context requires otherwise. Subject to satisfaction of the conditions set forth below with respect to the Certificate, upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver in the name of the designated transferee or transferees, a new Certificate evidencing no less than a 100% Certificate Percentage Interest in authorized denominations of a like aggregate amount and dated the date of authentication by the Owner Trustee or the Certificate Registrar. 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 Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 a Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with 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) (a) 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 letter shall not be an expense of the Trust, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and which investment letter states that, among other things, such transferee (a1) 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 (b2) 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 Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E F to this the Agreement, and the transferor executes a representation letter, substantially in the form of Exhibit F to this AgreementE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor Registrar, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the DepositorRegistrar, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator Registrar or the Depositor. No ; provided, however that no certification or Opinion of Counsel will be required in connection with the initial transfer of any such Certificates by the Issuer to the Depositor and Certificate by the Depositor to one an affiliate of its Affiliatesthe Depositor. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the SellerMaster Servicer, 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. Prior to a REMIC conversion no transfer, sale, pledge or other disposition of the Certificate or interest herein shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially in the form attached hereto as Exhibit I certifying that a default has occurred and that a REMIC Conversion should be undertaken. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to the Initial Single Owner. No transfer of the Certificate or any interest therein shall be made to any Person unless the Depositor, the Owner Trustee and Trustee, the Indenture 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, the Seller, the Servicer and the Master Servicer Registrar that the purchase of the Certificate is Certificate, operation of the Trust and management of Trust assets are 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 Certificate Registrar, Registrar the Securities Administrator, the SellerMaster Servicer, the Servicer or the Master Servicer Sponsor to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Securities Administrator, the SellerMaster Servicer, the Servicer or the Master ServicerSponsor. In lieu of such Opinion of Counsel, a Person acquiring such a Certificate may provide a certification in the form of Exhibit G to this AgreementAgreement to the Depositor, the Owner Trustee and the Certificate Registrar, which the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Securities Administrator, the SellerMaster Servicer, the Servicer and the Master Servicer Sponsor may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, or any affiliate thereof shall be deemed to have represented that such party 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 or the Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. No transfer of any Trust Certificate shall be made unless the proposed transferee of such Trust Certificate (1) provides to the Securities Administrator the appropriate tax certification form that would eliminate any withholding or deduction for taxes from amounts payable by the Swap Provider pursuant to the related Swap Agreement, to the Securities Administrator on behalf of the Trust (i.e., IRS Form W-9 (or any successor form thereto), together with any applicable attachments) and (2) agrees to update such forms (i) upon expiration of any such form, (ii) as required under then applicable U.S. Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, each as a condition to such transfer. Upon receipt of any such tax certification form from a proposed transferee of the Trust Certificate, the Securities Administrator will forward such tax certification form provided to it to the Swap Provider. The holder of the Trust Certificate and any transferee thereof will be deemed to have consented to the Securities Administrator forwarding to the Swap Provider any such tax certification form it has provided and updated in accordance with these transfer restrictions. Any purported sales or transfers of the Trust Certificate to a transferee which does not comply with the requirements of this paragraph will be deemed null and void under the Trust Agreement. So long as the holder of the Trust Certificate complies with these restrictions and the Swap Provider receives the appropriate tax certification forms as described above, under current federal income tax law, there will be no withholding or deduction for taxes from any amounts payable by the Swap Provider, pursuant to the related Swap Agreement, to the Securities Administrator on behalf of the Trust. In addition, upon a REMIC Conversion, the REMIC Indenture will provide for delivery to the Swap Provider of the appropriate tax certification from the owner of the Derivative Account, for federal income tax purposes, forms that would eliminate any withholding or deduction for taxes from amounts payable by the Swap Provider pursuant to the related Swap Agreement, to the Securities Administrator on behalf of the Trust, (i.e., IRS Form W-9 or IRS Form W-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto), together with any applicable attachments) and any updates thereto from the then applicable persons required to provide such forms to the Swap Provider. No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made to any affiliate of the Depositor or the Issuing Entity, other than the initial transfer of the Certificate to the Depositor. With respect the restriction on transfer of the Notes contained in this Section 3.05, any transferor providing an Opinion of Counsel shall (i) deliver such opinion to the appropriate addresses, (ii) confirm the acceptability of such opinion with the applicable addresses and (iii) inform the Note Registrar of delivery and confirmation described in clause (i) and clause (ii).

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the Certificate as herein provided. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. The provisions of Sections 6.01, 6.04, 6.05, 6.06, 6.07, 6.08 and 7.01 shall apply to the Certificate Registrar to the same extent applicable to the Owner Trustee except the context requires otherwise. Subject to satisfaction of the conditions set forth below with respect to the Certificate, upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver in the name of the designated transferee or transferees, a new Certificate evidencing no less than a 100% Certificate Percentage Interest in authorized denominations of a like aggregate amount and dated the date of authentication by the Owner Trustee or the Certificate Registrar. 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 Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 a Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with 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) (a) 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 letter shall not be an expense of the Trust, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, Securities Administrator, the RMBS Master Servicer, the Securities AdministratorRMBS Servicer, the SellerHELOC Back-Up Servicer, the Servicer HELOC Servicer, the Sponsor or the Depositor and which investment letter states that, among other things, such transferee (a1) 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 (b2) 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 Securities Administrator, the RMBS Master Servicer, the Securities AdministratorRMBS Servicer, the SellerHELOC Back-Up Servicer, the Servicer HELOC Servicer, the Sponsor or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E F to this the Agreement, and the transferor executes a representation letter, substantially in the form of Exhibit F to this AgreementE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor Registrar, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the RMBS Master Servicer, the Securities AdministratorRMBS Servicer, the SellerHELOC Back-Up Servicer, the Servicer HELOC Servicer, the Sponsor or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the DepositorRegistrar, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator Registrar or the Depositor. No ; provided, however that no certification or Opinion of Counsel will be required in connection with the initial transfer of any such Certificates by the Issuer to the Depositor and Certificate by the Depositor to one an affiliate of its Affiliatesthe Depositor. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the RMBS Master Servicer, the Securities Administrator, the Seller, the Servicer 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. Prior to a REMIC conversion no transfer, sale, pledge or other disposition of the Certificate or interest herein shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially in the form attached hereto as Exhibit I certifying that a default has occurred and that a REMIC Conversion should be undertaken. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to the Initial Single Owner. No transfer of the Certificate or any interest therein shall be made to any Person unless the Depositor, the Owner Trustee Trustee, the Indenture Trustee, the Certificate Registrar, the RMBS Master Servicer and the Certificate Registrar HELOC Back-Up Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar, the Seller, the Servicer and the Master Servicer Registrar that the purchase of the Certificate is Certificate, operation of the Trust and management of Trust assets are 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 Certificate Registrar, Registrar the Securities Administrator, the SellerRMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up Servicer, the HELOC Servicer or the Master Servicer Sponsor to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Securities Administrator, the SellerRMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up Servicer, the HELOC Servicer or the Master ServicerSponsor. In lieu of such Opinion of Counsel, a Person acquiring such a Certificate may provide a certification in the form of Exhibit G to this AgreementAgreement to the Depositor, the Owner Trustee and the Certificate Registrar, which the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Securities Administrator, the SellerRMBS Master Servicer, the RMBS Servicer, the HELOC Back-Up Servicer, the HELOC Servicer and the Master Servicer Sponsor may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, or any affiliate thereof shall be deemed to have represented that such party 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 or the Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made to any affiliate of the Depositor or the Issuing Entity, other than the initial transfer of the Certificate to the Depositor. With respect the restriction on transfer of the Notes contained in this Section 3.05, any transferor providing an Opinion of Counsel shall (i) deliver such opinion to the appropriate addresses, (ii) confirm the acceptability of such opinion with the applicable addresses and (iii) inform the Note Registrar of delivery and confirmation described in clause (i) and clause (ii).

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the such Certificate as herein provided; provided, however, that the Certificate shall not be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate, and provided, further, that the Certificate shall not be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.3. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificatebelow, upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.7, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, a new Certificate of like tenor evidencing no less than a 100% Certificate Percentage Interest in the Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every time a Certificate is presented or surrendered for registration of transfer or exchange exchange, it shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder Certificateholder or such Holder's Certificateholder’s attorney duly authorized in writing. Each time a Certificate is surrendered for registration of transfer or exchange exchange, it shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 such Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register the transfer or exchange of a Certificate for a period of 15 days preceding the due date for any payment with respect to such Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition transfer of a Certificate shall be made unless such transfer, sale, pledge or other disposition transfer is exempt from or satisfies the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In Except in the case of the initial transfer to the Initial Certificateholder, 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 C-1) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the DepositorDepositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act or (ii) which an investment letter (in the form attached hereto as Exhibit C-2) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Rxxxxxxxx and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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 Master Servicer, the Securities Administrator, the Seller, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E to this Agreement, and transferor executes a representation letter, substantially in the form of Exhibit F to this Agreement, 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) 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, the Master Servicer, the Securities Administrator or the Depositor. No certification will be required in connection with If a Certificateholder desires to effect the initial transfer of any such Certificates by the Issuer to the Depositor and by the Depositor to one of its Affiliates. The Holder of a Certificate desiring to effect such transfer Certificate, it shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, the Servicer Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Prior to a REMIC conversion no transfer, sale, pledge or other disposition Except in the case of the Certificate or interest herein initial transfer to the Initial Certificateholder, no transfer of the Certificates shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and Registrar shall have received a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially representation (in the form attached hereto as Exhibit C-1 or Exhibit C-2) from the proposed transferee of such Certificates to the effect that such proposed transferee is not (A) a retirement plan or an employee benefit plan or arrangement subject to Title I certifying of ERISA or Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) or other employee benefit plan or arrangement that is subject to any federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code (each, a default has occurred and that “Plan”) or a REMIC Conversion should collective investment fund in which such Plans are invested, or an insurance company using assets of separate or general accounts, which include assets of Plans, or are deemed to include such assets, or (B) any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, or with “plan assets” (as defined under the Department of Labor Regulation at 29 C.F.R. Section 25 10.3-101 or corresponding provisions of Similar Law) of a Plan. Such representation shall not be undertaken. Notwithstanding at the foregoingexpense of the Trust, the provisions Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. In addition, any Retained Notes will be subject to the same ERISA restrictions and consequences discussed above applicable to the Certificates unless either (a) the Retained Notes are sold to a party that is a taxable REIT subsidiary or is not affiliated with the owner of this paragraph shall the Certificates and at the time of such sale: (i) the owner of the Certificates is a Permitted Transferee; (ii) no modifications have been made to the transaction documents; (iii) the respective ratings of the Retained Notes as of the date of such sale are not apply lower than the rating of such Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. Prior to and as a condition of the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to Initial Certificateholder, the Initial Single OwnerCertificateholder shall represent and warrant in writing that it is a REIT, a Qualified REIT Subsidiary, or an entity that is disregarded for federal income tax purposes that is wholly-owned by a REIT or Qualified REIT Subsidiary. No transfer Prior to and as a condition of the Certificate registration of any transfer, sale or other disposition of a Certificate, any interest therein Prospective Certificateholder shall be made represent and warrant in writing, in substantially the form set forth in Exhibit D hereto, to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar, the Seller, the Servicer Securities Administrator and the Master Servicer Certificate Registrar and any of their respective successors that it is a Permitted Transferee. In addition, any Retained Notes will be subject to the purchase same requirements, restrictions and consequences discussed in the preceding sentence applicable to the Certificates unless either (a) the Retained Notes are sold to a party that is a taxable REIT subsidiary or is not affiliated with the owner of the Certificate is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 Certificates and at the time of such sale: (i) the owner of the Code and will not subject Certificates is a Permitted Transferee; (ii) no modifications have been made to the Depositor, transaction documents; (iii) the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 respective ratings of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense Retained Notes as of the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer. In lieu date of such Opinion sale are not lower than the rating of Counselsuch Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. The Owner Trustee shall cause the Certificates to contain a legend, a Person acquiring such a Certificate may provide a certification substantially similar to the applicable legends provided in Exhibit A hereto, stating that transfer of the form Certificates is subject to certain restrictions and referring prospective purchasers of Exhibit G the Certificates to this Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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 Section 3.3 with the initial transfer of any respect to such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, shall be deemed to have represented that such party is not a Plan or a Person investing Plan Assets of any Plan)restrictions.

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the such Certificate as herein provided; provided, however, that the Certificate shall not be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate, and provided, further, that the Certificate shall not be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.3. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificatebelow, upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.7, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, a new Certificate of like tenor evidencing no less than a 100% Certificate Percentage Interest in the Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every time a Certificate is presented or surrendered for registration of transfer or exchange exchange, it shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder Certificateholder or such Holder's Certificateholder’s attorney duly authorized in writing. Each time a Certificate is surrendered for registration of transfer or exchange exchange, it shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 such Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register the transfer or exchange of a Certificate for a period of 15 days preceding the due date for any payment with respect to such Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition transfer of a Certificate shall be made unless such transfer, sale, pledge or other disposition transfer is exempt from or satisfies the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In Except in the case of the initial transfer to the Initial Certificateholder, 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 C-1) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the DepositorDepositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act or (ii) which an investment letter (in the form attached hereto as Exhibit C-2) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Xxxxxxxxx and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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 Master Servicer, the Securities Administrator, the Seller, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E to this Agreement, and transferor executes a representation letter, substantially in the form of Exhibit F to this Agreement, 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) 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, the Master Servicer, the Securities Administrator or the Depositor. No certification will be required in connection with If a Certificateholder desires to effect the initial transfer of any such Certificates by the Issuer to the Depositor and by the Depositor to one of its Affiliates. The Holder of a Certificate desiring to effect such transfer Certificate, it shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, the Servicer Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Prior to a REMIC conversion no transfer, sale, pledge or other disposition Except in the case of the Certificate or interest herein initial transfer to the Initial Certificateholder, no transfer of the Certificates shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and Registrar shall have received a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially representation (in the form attached hereto as Exhibit C-1 or Exhibit C-2) from the proposed transferee of such Certificates to the effect that such proposed transferee is not (A) a retirement plan or an employee benefit plan or arrangement subject to Title I certifying of ERISA or Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) or other employee benefit plan or arrangement that is subject to any federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code (each, a default has occurred and that “Plan”) or a REMIC Conversion should collective investment fund in which such Plans are invested, or an insurance company using assets of separate or general accounts, which include assets of Plans, or are deemed to include such assets, or (B) any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, or with “plan assets” (as defined under the Department of Labor Regulation at 29 C.F.R. Section 2510.3-101 or corresponding provisions of Similar Law) of a Plan. Such representation shall not be undertaken. Notwithstanding at the foregoingexpense of the Trust, the provisions Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. In addition, any Retained Notes will be subject to the same ERISA restrictions and consequences discussed above applicable to the Certificates unless either (a) the Retained Notes are sold or transferred to a party that is a taxable REIT subsidiary or is not affiliated with the owner of this paragraph the Certificates and at the time of such sale or transfer: (i) the owner of the Certificates is a Permitted Transferee; (ii) no modifications have been made to the transaction documents; (iii) the respective ratings of the Retained Notes as of the date of such sale or transfer are not lower than the rating of such Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. The Retained Notes shall be treated for tax purposes as a division of the Certificate and shall not apply be transferred unless the Certificate Registrar receives from either the Certificateholder or the beneficial owner (for U.S. federal income tax purposes) of the Certificate a certification substantially in the form of Exhibit E that the requirements of (a) or (b) above have been met. Prior to and as a condition of the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to Initial Certificateholder, the Initial Single OwnerCertificateholder shall represent and warrant in writing substantially in the form set forth in Exhibit D (section (A)(1)) that it is a REIT, a Qualified REIT Subsidiary, or an entity that is disregarded for federal income tax purposes that is wholly-owned by a REIT or Qualified REIT Subsidiary and that it will only transfer the Certificate to a person that is a Permitted Transferee. No transfer Prior to and as a condition of the Certificate registration of any transfer, sale or other disposition of a Certificate, any interest therein Prospective Certificateholder shall be made represent and warrant in writing, in substantially the form set forth in Exhibit D hereto, to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar, the Seller, the Servicer Securities Administrator and the Master Servicer Certificate Registrar and any of their respective successors that it is a Permitted Transferee and that it will only transfer the purchase Certificate to a person that is a Permitted Transferee. In addition, any Retained Notes will be subject to the same requirements, restrictions and consequences discussed in the preceding sentence applicable to the Certificates unless either (a) the Retained Notes are sold or transferred to a party that is a taxable REIT subsidiary or is not affiliated with the owner of the Certificates and at the time of such sale or transfer: (i) the owner of the Certificates is a Permitted Transferee; (ii) no modifications have been made to the transaction documents; (iii) the respective ratings of the Retained Notes as of the date of such sale or transfer are not lower than the rating of such Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. The Retained Notes shall be treated for tax purposes as a division of 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 Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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 Agreement, which Opinion of Counsel shall not be an expense transferred unless the Certificate Registrar receives from either the Certificateholder or the beneficial owner (for U.S. federal income tax purposes) of the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer. In lieu of such Opinion of Counsel, a Person acquiring such a Certificate may provide a certification substantially in the form of Exhibit G E that the requirements of (a) or (b) above have been met. The Owner Trustee shall cause the Certificates to contain a legend, substantially similar to the applicable legends provided in Exhibit A hereto, stating that transfer of the Certificates is subject to certain restrictions and referring prospective purchasers of the Certificates to this Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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 Section 3.3 with the initial transfer of any respect to such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, shall be deemed to have represented that such party is not a Plan or a Person investing Plan Assets of any Plan)restrictions.

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the Certificate as herein provided. The Indenture Trustee shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificate, upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver in the name of the designated transferee or transferees, a new Certificate evidencing no less than a 100% Certificate Percentage Interest in authorized denominations of a like aggregate amount and dated the date of authentication by the Owner Trustee or the Certificate Registrar. 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 Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 a Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with 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) (a) 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 letter shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and which investment letter states that, among other things, such transferee (a1) 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 (b2) 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 Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E F to this the Agreement, and the transferor executes a representation letter, substantially in the form of Exhibit F to this AgreementE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor Registrar, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the DepositorRegistrar, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator Registrar or the Depositor. No ; provided, however that no certification or Opinion of Counsel will be required in connection with the initial transfer of any such Certificates by the Issuer to the Depositor and Certificate by the Depositor to one an affiliate of its Affiliatesthe Depositor. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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. Prior to a REMIC conversion no transfer, sale, pledge or other disposition of the Certificate or interest herein shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially in the form attached hereto as Exhibit I certifying that a default has occurred and that a REMIC Conversion should be undertaken. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to the Initial Single Owner. No transfer of the Certificate or any interest therein shall be made to any Person unless the Depositor, the Owner Trustee and Trustee, the Indenture 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, the Seller, the Servicer and the Master Servicer Registrar that the purchase of the Certificate is Certificate, operation of the Trust and management of Trust assets are 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 Certificate Registrar, Registrar the Securities Administrator, the SellerMaster Servicer, the Servicer or the Master Servicer Sponsor to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Securities Administrator, the SellerMaster Servicer, the Servicer or the Master ServicerSponsor. In lieu of such Opinion of Counsel, a Person acquiring such a Certificate may provide a certification in the form of Exhibit G to this AgreementAgreement to the Depositor, the Owner Trustee and the Certificate Registrar, which the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Securities Administrator, the SellerMaster Servicer, the Servicer and the Master Servicer Sponsor may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, or any affiliate thereof shall be deemed to have represented that such party 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 or the Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made to any affiliate of the Depositor or the Issuing Entity, other than the initial transfer of the Certificate to the Depositor. With respect the restriction on transfer of the Notes contained in this Section 3.05, any transferor providing an Opinion of Counsel shall (i) deliver such opinion to the appropriate addresses, (ii) confirm the acceptability of such opinion with the applicable addresses and (iii) inform the Note Registrar of delivery and confirmation described in clause (i) and clause (ii).

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the Certificate as herein provided. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a successor Certificate Registrar. The provisions of Sections 6.01, 6.04, 6.05, 6.06, 6.07, 6.08 and 7.01 shall apply to the Certificate Registrar to the same extent applicable to the Owner Trustee except the context requires otherwise. Subject to satisfaction of the conditions set forth below with respect to the Certificate, upon surrender for registration of transfer of any the Certificate at the office or agency maintained pursuant to Section 3.083.09, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver in the name of the designated transferee or transferees, a new Certificate evidencing no less than a 100% Certificate Percentage Interest in authorized denominations of a like aggregate amount and dated the date of authentication by the Owner Trustee or the Certificate Registrar. 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 Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 a Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition of a Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with 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) (a) 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 letter shall not be an expense of the Trust, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and which investment letter states that, among other things, such transferee (a1) 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 (b2) 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 Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E F to this the Agreement, and the transferor executes a representation letter, substantially in the form of Exhibit F to this AgreementE hereto, each acceptable to and in form and substance satisfactory to the Certificate Registrar and the Depositor Registrar, certifying the facts surrounding such transfer, which representation letters shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Master Servicer, the Securities AdministratorServicer, the Seller, the Servicer Sponsor or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) acceptable to and in form and substance reasonably satisfactory to the Certificate Registrar and the DepositorRegistrar, which certificate shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator Registrar or the Depositor. No ; provided, however that no certification or Opinion of Counsel will be required in connection with the initial transfer of any such Certificates by the Issuer to the Depositor and Certificate by the Depositor to one an affiliate of its Affiliatesthe Depositor. The Holder of a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the SellerMaster Servicer, 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. Prior to a REMIC conversion no transfer, sale, pledge or other disposition of the Certificate or interest herein shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially in the form attached hereto as Exhibit I certifying that a default has occurred and that a REMIC Conversion should be undertaken. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to the Initial Single Owner. No transfer of the Certificate or any interest therein shall be made to any Person unless the Depositor, the Owner Trustee and Trustee, the Indenture 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, the Seller, the Servicer and the Master Servicer Registrar that the purchase of the Certificate is Certificate, operation of the Trust and management of Trust assets are 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 Certificate Registrar, Registrar the Securities Administrator, the SellerMaster Servicer, the Servicer or the Master Servicer Sponsor to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Securities Administrator, the SellerMaster Servicer, the Servicer or the Master ServicerSponsor. In lieu of such Opinion of Counsel, a Person acquiring such a Certificate may provide a certification in the form of Exhibit G to this AgreementAgreement to the Depositor, the Owner Trustee and the Certificate Registrar, which the Depositor, the Owner Trustee, the Indenture Trustee, the Certificate Registrar, the Securities Administrator, the SellerMaster Servicer, the Servicer and the Master Servicer Sponsor may rely upon without further inquiry or investigation. Neither an Opinion of Counsel nor a certification will be required in connection with the initial transfer of any such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, or any affiliate thereof shall be deemed to have represented that such party 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 or the Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. No transfer of any Trust Certificate shall be made unless the proposed transferee of such Trust Certificate (1) provides to the Securities Administrator the appropriate tax certification form that would eliminate any withholding or deduction for taxes from amounts payable by the Swap Provider pursuant to the Interest Rate Swap Agreement, to the Securities Administrator on behalf of the Trust (i.e., IRS Form W-9 or IRS Form W-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto), together with any applicable attachments) and (2) agrees to update such forms (i) upon expiration of any such form, (ii) as required under then applicable U.S. Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, each as a condition to such transfer. Upon receipt of any such tax certification form from a proposed transferee of the Trust Certificate, the Securities Administrator will forward such tax certification form provided to it to the Swap Provider. The holder of the Trust Certificate and any transferee thereof will be deemed to have consented to the Securities Administrator forwarding to the Swap Provider any such tax certification form it has provided and updated in accordance with these transfer restrictions. Any purported sales or transfers of the Trust Certificate to a transferee which does not comply with the requirements of this paragraph will be deemed null and void under the Trust Agreement. So long as the holder of the Trust Certificate complies with these restrictions and the Swap Provider receives the appropriate tax certification forms as described above, under current federal income tax law, there will be no withholding or deduction for taxes from any amounts payable by the Swap Provider, pursuant to the Interest Rate Swap Agreement, to the Securities Administrator on behalf of the Trust. In addition, upon a REMIC Conversion, the REMIC Indenture will provide for delivery to Swap Provider of the appropriate tax certification from the owner of the Swap Account, for federal income tax purposes, forms that would eliminate any withholding or deduction for taxes from amounts payable by the Swap Provider pursuant to the Interest Rate Swap Agreement, to the Securities Administrator on behalf of the Trust, (i.e., IRS Form W-9 or IRS Form W-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto), together with any applicable attachments) and any updates thereto from the then applicable persons required to provide such forms to the Swap Provider. No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made to any affiliate of the Depositor or the Issuing Entity, other than the initial transfer of the Certificate to the Depositor. With respect the restriction on transfer of the Notes contained in this Section 3.05, any transferor providing an Opinion of Counsel shall (i) deliver such opinion to the appropriate addresses, (ii) confirm the acceptability of such opinion with the applicable addresses and (iii) inform the Note Registrar of delivery and confirmation described in clause (i) and clause (ii).

Registration of and Limitations on Transfer and Exchange of the Certificate. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Certificate and of transfers transfer and exchanges exchange of the such Certificate as herein provided; provided, however, that the Certificate shall not be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate, and provided, further, that the Certificate shall not be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth below in this Section 3.3. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below with respect to the Certificatebelow, upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 3.083.7, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver (or cause the Securities Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, a new Certificate of like tenor evidencing no less than a 100% Certificate Percentage Interest in the Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. Every time a Certificate is presented or surrendered for registration of transfer or exchange exchange, it shall be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder Certificateholder or such Holder's Certificateholder’s attorney duly authorized in writing. Each time a Certificate is surrendered for registration of transfer or exchange exchange, it shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of a 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 such Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register the transfer or exchange of a Certificate for a period of 15 days preceding the due date for any payment with respect to such Certificate. No Person shall become a Certificateholder until it 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 D hereto. No transfer, sale, pledge or other disposition transfer of a Certificate shall be made unless such transfer, sale, pledge or other disposition transfer is exempt from or satisfies the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. In Except in the case of the initial transfer to the Initial Certificateholder, 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 C-1) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the DepositorDepositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act or (ii) which an investment letter (in the form attached hereto as Exhibit C-2) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, 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 Master Servicer, the Securities Administrator, the Seller, the Servicer or the Depositor and (b) the transferee executes a representation letter, substantially in the form of Exhibit E to this Agreement, and transferor executes a representation letter, substantially in the form of Exhibit F to this Agreement, 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, the Securities Administrator, the Seller, the Servicer or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially the form attached hereto as Exhibit D) 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, the Master Servicer, the Securities Administrator or the Depositor. No certification will be required in connection with If a Certificateholder desires to effect the initial transfer of any such Certificates by the Issuer to the Depositor and by the Depositor to one of its Affiliates. The Holder of a Certificate desiring to effect such transfer Certificate, it shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer, the Securities Administrator, the Seller, the Servicer Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Prior to a REMIC conversion no transfer, sale, pledge or other disposition Except in the case of the Certificate or interest herein initial transfer to the Initial Certificateholder, no transfer of the Certificates shall be made unless the intended transferee certifies in the form of Exhibit H hereto to the Owner Trustee, the Certificate Registrar, and the Indenture Trustee that, in connection with the transfer, it will acquire both the Trust Certificate and Registrar shall have received a 100% Percentage Interest in each Class of Privately Offered Notes then Outstanding, thus becoming a Single Owner upon completion of the transfer. Notwithstanding the foregoing, a Certificate may be pledged to secure indebtedness and may be the subject of repurchase agreements treated as secured indebtedness for federal income tax purposes. Upon a default under any such indebtedness, the lender or repurchase agreement counterparty, as applicable may deliver to the Certificate Registrar, the Securities Administrator, the Owner Trustee and the Indenture Trustee a certificate substantially representation (in the form attached hereto as Exhibit C-1 or Exhibit C-2) from the proposed transferee of such Certificates to the effect that such proposed transferee is not (A) a retirement plan or an employee benefit plan or arrangement subject to Title I certifying of ERISA or Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) or other employee benefit plan or arrangement that is subject to any federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code (each, a default has occurred and that “Plan”) or a REMIC Conversion should collective investment fund in which such Plans are invested, or an insurance company using assets of separate or general accounts, which include assets of Plans, or are deemed to include such assets, or (B) any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, or with “plan assets” (as defined under the Department of Labor Regulation at 29 C.F.R. Section 2510.3-101 or corresponding provisions of Similar Law) of a Plan. Such representation shall not be undertaken. Notwithstanding at the foregoingexpense of the Trust, the provisions Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. In addition, any Retained Notes will be subject to the same ERISA restrictions and consequences discussed above applicable to the Certificates unless either (a) the Retained Notes are sold or transferred to a party that is a taxable REIT subsidiary or is not affiliated with the owner of this paragraph shall the Certificates and at the time of such sale or transfer: (i) the owner of the Certificates is a Permitted Transferee; (ii) no modifications have been made to the transaction documents; (iii) the respective ratings of the Retained Notes as of the date of such sale or transfer are not apply lower than the rating of such Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. Prior to and as a condition of the initial transfer of the Certificate to the Depositor or any Affiliate thereof or to the transfer to Initial Certificateholder, the Initial Single OwnerCertificateholder shall represent and warrant in writing substantially in the form set forth in Exhibit D (section (A)(1)) that it is a REIT, a Qualified REIT Subsidiary, or an entity that is disregarded for federal income tax purposes that is wholly-owned by a REIT or Qualified REIT Subsidiary and that it will only transfer the Certificate to a person that is a Permitted Transferee. No transfer Prior to and as a condition of the Certificate registration of any transfer, sale or other disposition of a Certificate, any interest therein Prospective Certificateholder shall be made represent and warrant in writing, in substantially the form set forth in Exhibit D hereto, to any Person unless the Depositor, the Owner Trustee and the Certificate Registrar are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar, the Seller, the Servicer Securities Administrator and the Master Servicer Certificate Registrar and any of their respective successors that it is a Permitted Transferee and that it will only transfer the purchase Certificate to a person that is a Permitted Transferee. In addition, any Retained Notes will be subject to the same requirements, restrictions and consequences discussed in the preceding sentence applicable to the Certificates unless either (a) the Retained Notes are sold or transferred to a party that is a taxable REIT subsidiary or is not affiliated with the owner of the Certificate is permissible under applicable law, will not constitute Certificates and at the time of such sale or result in any prohibited transaction under ERISA or Section 4975 transfer: (i) the owner of the Code and will not subject Certificates is a Permitted Transferee; (ii) no modifications have been made to the Depositor, transaction documents; (iii) the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 respective ratings of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense Retained Notes as of the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer or the Master Servicer. In lieu date of such Opinion sale or transfer are not lower than the rating of Counselsuch Retained Note as of the closing date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the closing date tax opinion or (b) the holder of the Retained Notes otherwise receives a “will be debt” tax opinion from a law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization. The Owner Trustee shall cause the Certificates to contain a legend, a Person acquiring such a Certificate may provide a certification substantially similar to the applicable legends provided in Exhibit A hereto, stating that transfer of the form Certificates is subject to certain restrictions and referring prospective purchasers of Exhibit G the Certificates to this Agreement, which the Depositor, the Owner Trustee, the Certificate Registrar, the Securities Administrator, the Seller, the Servicer 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 Section 3.3 with the initial transfer of any respect to such Certificate from the Issuer to the Depositor, or by the Depositor to an Affiliate of the Depositor (in which case, the Depositor and such Affiliate, as applicable, shall be deemed to have represented that such party is not a Plan or a Person investing Plan Assets of any Plan)restrictions.