Common use of Registration of Certificates; Registration of Transfer and Exchange of Certificates Clause in Contracts

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or Domestic Asset Management LLC or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (ih) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, that is subject to the provisions of Title I of ERISA, (ii) a Benefit Plan “plan” subject to Section 4975 of the Code, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or Domestic Asset Management LLC or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (ih) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The initial Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State state securities law or that such transfer is otherwise being made in accordance with all applicable federal and State state securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions Distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency Corporate Trust Office maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.Section

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the AART Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Deutsche Bank Trust of Delaware Company Americas, shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the AART Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account)Certificates, provided thatbut only if: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the AART Owner Trustee and the AART Indenture Trustee an opinion Opinion of independent counsel Counsel that such action will shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions set forth in Section 2.11 of this Agreement agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), ) and (h) and (i) have been satisfied satisfied, and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and the transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the AART Owner Trustee and the Certificate Registrar an opinion Opinion of counsel Counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The , and the transferor shall notify the AART Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will shall promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic AART Transaction Documents) to the Basic AART Transaction Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the AART Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate Certificates at the office or agency maintained pursuant to Section 3.8, the AART Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the AART Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like aggregate percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the AART Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas, as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the AART Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 AART Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the AART Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) The AART Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed and any other expenses of the AART Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code.. If requested to do so by the Depositor, each purchaser and transferee of a Certificate shall execute and deliver to the AART Owner Trustee an undertaking letter substantially in the form attached as Exhibit C. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iviii) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (viv) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No , provided further that no Retained Certificate shall be sold, transferred, conveyed or assigned unless counsel satisfactory to the Owner Trustee and the Certificate Registrar has rendered an Opinion of Counsel to the effect that (other than 1) such sale, transfer, conveyance or assignment by the Certificates issued Depositor would not cause the Issuing Entity to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes and held (2) all Retained Notes will be characterized as indebtedness for United States federal income tax purposes, provided however, that the opinion required by clause (2) shall not be required if, prior to the date of the effectiveness of such sale, transfer, conveyance or assignment by the Depositor) may , the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel to the effect that all Retained Notes will be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount characterized as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)indebtedness for United States federal income tax purposes. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who Each Certificateholder that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (j) Each Certificateholder and/or beneficial owner of a Certificate that would be subject to U.S. federal withholding Tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including without limitation as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder and/or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person. (k) No transfer shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder. (l) Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below. (m) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment. (n) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (o) In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) and 3.4(k) of this Agreement. (p) Each transferee of a Certificate must acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent. (q) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).” “NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i)THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, “Special Pass-Through Entity” means a grantor trustTHE ADMINISTRATOR, S corporationTHE SERVICER, or partnership (or a disregarded entity, the single owner of which is any of the foregoingTHE TRUST OR THE OWNER TRUSTEE) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the CertificatesSATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.”

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will sale, pledge or other transfer is made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not result for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in a reduction or withdrawal of the rating of any class of Notesreliance on Rule 144A, (ii) such sale, pledge or other transfer occurs outside of the Certificateholder provides United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that Depositor in writing the facts surrounding such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transfereetransfer, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate certification shall be registered unless the transferee shall have provided in form and substance satisfactory to the Owner Trustee and the Certificate Registrar an Depositor, and (B) the Owner Trustee shall require a written opinion of counsel that in connection with such transfer no registration (which shall not be at the expense of the Certificates is required under Depositor, the Securities Act Administrator, the Servicer, the Trust or applicable State securities law or the Owner Trustee), satisfactory to the Depositor and the Owner Trustee to the effect that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by will not violate the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transferSecurities Act. (c) In the event that The Owner Trustee may conclusively rely upon advice of the Depositor is no longer in reviewing the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment form and substance of the Certificate Distribution Account certifications and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid opinions required by the AdministratorSection 3.4(b)(B)(iii). (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who Each Certificateholder that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (j) Each Certificateholder or beneficial owner of a Certificate that would be subject to U.S. federal withholding tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person. (k) No transfer of a Certificate shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder. (l) Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below. (m) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment. (n) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (o) In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) through 3.4(k) of this Agreement. (p) Each transferee of a Certificate shall acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent. (q) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS EITHER (A) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR (B) not be acquired by or for the account A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS OR NON-U.S. PERSONS). NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO TERMS OF THE TRUST AGREEMENT, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE TRUST OR THE OWNER TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT.” (r) Each transferee of a Special Pass-Through Entity. For Definitive Certificate shall deliver an undertaking letter in the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable form attached hereto as Exhibit C to the pass-through entity’s interest in Owner Trustee and the CertificatesDepositor.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iviii) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (viv) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No , provided further that no Retained Certificate shall be sold, transferred, conveyed or assigned unless counsel satisfactory to the Owner Trustee and the Certificate Registrar has rendered an Opinion of Counsel to the effect that (other than 1) such sale, transfer, conveyance or assignment by the Certificates issued Depositor would not cause the Issuing Entity to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes and held (2) all Retained Notes will be characterized as indebtedness for United States federal income tax purposes, provided however, that the opinion required by clause (2) shall not be required if, prior to the date of the effectiveness of such sale, transfer, conveyance or assignment by the Depositor) may , the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel to the effect that all Retained Notes will be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount characterized as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)indebtedness for United States federal income tax purposes. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who Each Certificateholder that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (j) Each Certificateholder and/or beneficial owner of a Certificate that would be subject to U.S. federal withholding Tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including without limitation as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder and/or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person. (k) No transfer shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder. (l) Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below. (m) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment. (n) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (o) In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) and 3.4(k) of this Agreement. (p) Each transferee of a Certificate must acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent. (q) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).” “NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i)THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, “Special Pass-Through Entity” means a grantor trustTHE ADMINISTRATOR, S corporationTHE SERVICER, or partnership (or a disregarded entity, the single owner of which is any of the foregoingTHE TRUST OR THE OWNER TRUSTEE) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the CertificatesSATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.”

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the AART Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the AART Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account)Certificates, provided thatbut only if: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the AART Owner Trustee and the AART Indenture Trustee an opinion Opinion of independent counsel Counsel that such action will shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions set forth in Section 2.11 of this Agreement agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), ) and (h) and (i) have been satisfied satisfied, and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and the transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the AART Owner Trustee and the Certificate Registrar an opinion Opinion of counsel Counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The , and the transferor shall notify the AART Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will shall promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic AART Transaction Documents) to the Basic AART Transaction Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the AART Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate Certificates at the office or agency maintained pursuant to Section 3.8, the AART Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the AART Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like aggregate percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the AART Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas, as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the AART Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 AART Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the AART Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) The AART Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed and any other expenses of the AART Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code.. If requested to do so by the Depositor, each purchaser and transferee of a Certificate shall execute and deliver to the AART Owner Trustee an undertaking letter substantially in the form attached as Exhibit C. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will sale, pledge or other transfer is made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not result for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in a reduction or withdrawal of the rating of any class of Notesreliance on Rule 144A, (ii) such sale, pledge or other transfer occurs outside of the Certificateholder provides United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferree certify to the owner trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposesDepositor, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (iB) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an shall require a written opinion of counsel that in connection with such transfer no registration (which shall not be at the expense of the Certificates is required under Depositor, the Securities Act Administrator, the Servicer, the Trust or applicable State securities law or the Owner Trustee), satisfactory to the Depositor and the Owner Trustee to the effect that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by will not violate the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transferSecurities Act. (c) In the event that The Owner Trustee may conclusively rely upon advice of the Depositor is no longer in reviewing the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment form and substance of the Certificate Distribution Account certifications and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid opinions required by the AdministratorSection 3.4(b)(B)(iii). (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who Each Certificateholder that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (j) Each Certificateholder and/or beneficial owner of a Certificate that would be subject to U.S. federal withholding tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder and/or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person. (k) No transfer shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder. (l) Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below. (m) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment. (n) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (o) In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) through 3.4(k) of this Agreement. (p) Each transferee of a Certificate must acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent. (q) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS). NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO TERMS OF THE TRUST AGREEMENT, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) not be acquired by or for the account THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE TRUST OR THE OWNER TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT.” (r) Each transferee of a Special Pass-Through Entity. For Definitive Certificate shall deliver an undertaking letter in the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable form attached hereto as Exhibit C to the pass-through entity’s interest in Owner Trustee and the CertificatesDepositor.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(ix) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iy)(i) such action will sale, pledge or other transfer is made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not result for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in a reduction or withdrawal of the rating of any class of Notesreliance on Rule 144A, (ii) such sale, pledge or other transfer occurs outside of the Certificateholder provides United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that Depositor in writing the facts surrounding such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transfereetransfer, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate certification shall be registered unless the transferee shall have provided in form and substance satisfactory to the Owner Trustee and the Certificate Registrar an Depositor, and (B) the Owner Trustee shall require a written opinion of counsel that in connection with such transfer no registration (which shall not be at the expense of the Certificates is required under Depositor, the Securities Act Administrator, the Servicer, the Trust or applicable State securities law or the Owner Trustee), satisfactory to the Depositor and the Owner Trustee to the effect that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by will not violate the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transferSecurities Act. (c) In the event that The Owner Trustee may conclusively rely upon advice of the Depositor is no longer in reviewing the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment form and substance of the Certificate Distribution Account certifications and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid opinions required by the AdministratorSection 3.4(b)(B)(iii). (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who Each Certificateholder that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (j) Each Certificateholder and/or beneficial owner of a Certificate that would be subject to U.S. federal withholding tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder and/or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person. (k) No transfer shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder. (l) Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below. (m) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment. (n) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (o) In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) through 3.4(k) of this Agreement. (p) Each transferee of a Certificate shall acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent. (q) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS EITHER (A) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR (B) not be acquired by or for the account A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS OR NON-U.S. PERSONS).” “NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO TERMS OF THE TRUST AGREEMENT, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE TRUST OR THE OWNER TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT.” (r) Each transferee of a Special Pass-Through Entity. For Definitive Certificate shall deliver an undertaking letter in the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable form attached hereto as Exhibit C to the pass-through entity’s interest in Owner Trustee and the CertificatesDepositor.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State state securities law or that such transfer is otherwise being made in accordance with all applicable federal and State state securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions Distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency Corporate Trust Office maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, that is subject to the provisions of Title I of ERISA, (ii) a Benefit Plan “plan,” as described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. including, without limitation, foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iviii) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (viv) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No ; and provided, further, that no Retained Certificate shall be sold, transferred, conveyed or assigned unless counsel satisfactory to the Owner Trustee and the Certificate Registrar has rendered an Opinion of Counsel to the effect that (other than 1) such sale, transfer, conveyance or assignment by the Certificates issued Depositor would not cause the Issuing Entity to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes and held (2) all Retained Notes will be characterized as indebtedness for United States federal income tax purposes, provided that the opinion required by clause (2) shall not be required if, prior to the date of the effectiveness of such sale, transfer, conveyance or assignment by the Depositor) may , the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel to the effect that all Retained Notes will be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount characterized as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)indebtedness for United States federal income tax purposes. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion Opinion of counsel Counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who Each Certificateholder that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (j) Each Certificateholder and/or beneficial owner of a Certificate that would be subject to U.S. federal withholding tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder and/or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person. (k) No transfer shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder. (l) Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below. (m) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment. (n) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (o) In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) and 3.4(k) of this Agreement. (p) Each transferee of a Certificate must acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent. (q) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).” “NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i)THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, “Special Pass-Through Entity” means a grantor trustTHE ADMINISTRATOR, S corporationTHE SERVICER, or partnership (or a disregarded entity, the single owner of which is any of the foregoingTHE TRUST OR THE OWNER TRUSTEE) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the CertificatesSATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.”

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Depositor hereby appoints the Indenture Trustee as the initial certificate registrar, and in such capacity or any successor certificate registrar thereof (such entity, the “Certificate Registrar Registrar”), as an agent for the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (such register, the “Certificate Register Register”), in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties any court of competent jurisdiction may appoint a successor Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust, the Owner Trustee, the Certificate Registrar and the Paying Agent shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Agreement. This Section 3.4 shall be construed so that the Certificates under this Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (i) the Percentage Interest assigned to each Certificate and (ii) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: : (A)(ii) such transfer, conveyance or assignment is made to the Depositor or either an Affiliate thereof, or such entity pledges its rights and interests in the Certificates or Certificates; or (B)(iii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, , (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iiiA) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, , (ivB) the conditions set forth in Section 3.4(g3.4(h), (hj), (k) and (il) have been satisfied and satisfied, (vC) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate , and (D) (1) such sale, pledge or other than transfer shall be made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in reliance on Rule 144A, (2) such sale, pledge or other transfer shall occur outside of the United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act (who must also be a “qualified institutional buyer”) and that person delivers any necessary certifications pursuant to this Agreement, or (3) such sale, pledge or other transfer shall otherwise be made in a transaction exempt from the registration requirements of the Securities Act, and, in the case of this clause (3), in the event the Certificates issued to are Definitive Certificates (I) the Certificate Registrar shall require that both the prospective transferor and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the prospective transferee shall have provided certify to the Owner Trustee and the Administrator in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Administrator, and (II) the Certificate Registrar an shall require a written opinion of counsel that in connection with such transfer no registration (which shall not be at the expense of the Certificates is required under Depositor, the Securities Act Indenture Trustee, the Servicer, the Trust, the Grantor Trust Trustee, the Owner Trustee, the Administrator, Certificate Registrar or applicable State securities law or any other provider of services to the Trust), satisfactory to the Administrator to the effect that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by will not violate the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transferSecurities Act. (c) In the event that The Administrator may conclusively rely upon advice of the Depositor is no longer in reviewing the sole Certificateholderform and substance of the certifications and opinions required by Sections 3.4(b) and 3.14 and the Certificate Registrar hereby agrees, upon request of the Administrator, to inform the Administrator will promptly prepare amendments (subject as to whether or not it shall have received the opinion and certifications required by the foregoing sentence, but shall otherwise have no obligation with respect to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment delivery, form, substance or sufficiency of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administratordocuments. (d) [Reserved.] (e) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.83.8 and upon compliance with any provisions of this Agreement relating to such transfer, the Owner Trustee shall execute on behalf of the Trust, and the Certificate Registrar shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee Certificate Registrar or any authenticating agent. (ef) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trustaggregate Percentage Interest, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, and the Certificate Registrar shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee Certificate Registrar or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (fg) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (gh) 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 and any other expenses of the Owner Trustee or the Certificate Registrar in connection with any transfer or exchange of Certificates. (hi) The Certificates may not be acquired with the assets of or held by or for the account of a Benefit Plan Investor other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption 95-60 (“PTCE”) PTCE 95-60”), whose underlying assets include less than 25% “plan assets” of Benefit Plan Investors, who is not and is not an affiliate of a person that has discretionary authority or control with respect to the assets of the Trust or provides investment advice for a fee (direct or indirect) with respect to such assets, and for which the purchase acquisition and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired with the assets of or held by or for the account of an employee benefit plan or any other plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the CodeCode (“Similar Law”) if such acquisition or holding would result in a violation of any Similar Law. (ij) The Certificates may (A) only be acquired by Each Certificateholder or for the account beneficial owner of a Person who Certificate that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Certificate Registrar and Paying Agent on or prior to the date such person becomes a Certificateholder or beneficial owner of a Certificate under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Certificate Registrar or the Paying Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder or beneficial owner of a Certificate is exempt from U.S. federal backup withholding tax. Each Certificateholder or beneficial owner of a Certificate that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Certificate Registrar and the Paying Agent on or prior to the date such person becomes a Certificateholder or beneficial owner of a Certificate under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Certificate Registrar or the Paying Agent), executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8BEN or W-8BEN, as applicable. In the case of a Certificateholder or beneficial owner of a Certificate that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (Bor Internal Revenue Service Form W-8IMY accompanied with an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(j) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of an obligor on a Receivable within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (k) Each Certificateholder or beneficial owner of a Certificate, represents and agrees that, as a result of its own activities separate from those of the Trust, it would not be acquired by required to treat income from the Certificates as effectively connected to a United States trade or for the account business of a Special Pass-Through Entity. For person that is not a United States person (as defined in Section 7701(a)(30) of the purposes of this Section 3.5(iCode), “Special Pass-Through Entity” means and it further acknowledges that the Trust Agreement provides that no Certificateholder or beneficial owner of a grantor trustCertificate shall provide the Owner Trustee, S corporationCertificate Registrar, or partnership Paying Agent with either an IRS Form W-8ECI (or successor form) or an IRS Form W-8IMY (or successor form) to which an IRS Form W-8ECI (or successor form) is attached (either directly or as part of another form attached to such IRS Form W-8IMY). Each Certificateholder or beneficial owner of a disregarded entityCertificate, represents and agrees that no portion of such Certificate or any interest therein may be transferred, directly or indirectly, to any person that would provide an IRS Form W-8ECI or IRS Form W-8IMY with an attached IRS Form W-8ECI in response to the withholding requirements in the Trust Agreement. (l) Each Certificateholder or beneficial owner of a Certificate that would be subject to U.S. federal withholding tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Trust, the single owner of which is Owner Trustee, Certificate Registrar, Paying Agent, Administrator or any person designated by any of the foregoingforegoing (individually or collectively as the context may require, the “FATCA Administrator”) where more than 50% at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the value Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder or beneficial owner of a beneficial ownerCertificate has complied with such person’s interest obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person. (m) Each prospective transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such pass through entity Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth in the form of Certificate attached hereto as Exhibit A. (n) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is attributable capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the pass-through entityeconomic risk of the holder’s or of its investment. (o) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (p) In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Sections 3.4(i) through 3.4(l) of this Agreement. (q) Each transferee of a Certificate acknowledges that the Trust, the Owner Trustee, Certificate Registrar, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee, Certificate Registrar, and any initial purchaser or placement agent. (r) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend substantially in the form of the legend appearing in the form of Certificate attached hereto as Exhibit A. (A) Each Certificateholder and each transferee of a Certificate shall provide to the Administrator on behalf of the Trust and the Depositor any further information required

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency of the Trust maintained pursuant to Section 3.82.4, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee registrar appointed by the Depositor (the "Certificate Registrar") shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein; provided, however, that no Certificate may be subdivided upon transfer or exchange such that the denomination of any resulting Certificate is other than the authorized denominations for the relevant Class specified in Section 3.1(b). BNY Mellon Trust of Delaware The initial Certificate Registrar shall be the initial Certificate RegistrarTrustee. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency Corporate Trust Office maintained pursuant to Section 3.82.4, the Owner Trustee shall execute on behalf of the Trust, and shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, as provided in Section 3.3, one or more new Certificates of the same Class, in authorized denominations and of a like aggregate percentage interest in the Trust Certificate Principal Balance or Certificate Notional Amount, dated the date of authentication by the Owner Trustee or any authenticating agentTrustee. (ec) At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same Class, in authorized denominations and of a like percentage interest in the Trust, as shown on the applicable Certificatesaggregate Certificate Principal Balance or Certificate Notional Amount, upon surrender of the Certificates to be exchanged at the office or agency of the Trust maintained pursuant to Section 3.82.4. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, and shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) in the name of the Certificateholder, one or more new Certificates dated the date of authentication by the Owner Trustee or any authenticating agentTrustee. Such Certificates shall be delivered to the Holder Certificateholder making the exchange. (fd) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form reasonably satisfactory to the Owner Trustee and the Certificate Registrar Registrar, duly executed by the Holder Certificateholder or his its attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b)writing. Each Certificate surrendered for registration of transfer or and exchange shall be canceled cancelled and subsequently destroyed or otherwise disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. (ge) The Owner No service charge shall be made for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (hf) The Certificates may not be acquired by or for the account provisions of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60Sections 7.1, whose underlying assets include less than 25% “plan assets” 7.3, 7.8 and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject 7.10 shall apply to the provisions of Title I of ERISA or Section 4975 of Trustee in its role as Certificate Registrar, for so long as the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the CodeTrustee shall act as Certificate Registrar. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.001.10% fractional undivided interest Percentage Interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest Percentage Interest in the Trust). In addition, no transfer of a Definitive Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Definitive Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i3.4(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Depositor hereby appoints the Indenture Trustee as the initial certificate registrar, and in such capacity or any successor certificate registrar thereof (such entity, the “Certificate Registrar Registrar”), as an agent for the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (such register, the “Certificate Register Register”), in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties any court of competent jurisdiction may appoint a successor Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust, the Owner Trustee, the Certificate Registrar and the Paying Agent shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Agreement. This Section 3.4 shall be construed so that the Certificates under this Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (i) the Percentage Interest assigned to each Certificate and (ii) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: : (A)(ii) such transfer, conveyance or assignment is made to the Depositor or either an Affiliate thereof, or such entity pledges its rights and interests in the Certificates or Certificates; or (B)(iii) (A) (A) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.001.10% fractional undivided interest Percentage Interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest Percentage Interest in the Trust). In addition, no transfer of a Definitive Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Definitive Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i3.4(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.001.10% fractional undivided interest Percentage Interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest Percentage Interest in the Trust). In addition, no transfer of a Definitive Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Definitive Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i3.4(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or Domestic Asset Management LLC or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, that is subject to the provisions of Title I of ERISA, (ii) a Benefit Plan “plan” subject to Section 4975 of the Code, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the CARAT Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ], shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the CARAT Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account)Certificates, provided thatbut only if: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the CARAT Owner Trustee and the CARAT Indenture Trustee an opinion Opinion of independent counsel Counsel that such action will shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions set forth in Section 2.11 of this Agreement agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), ) and (h) and (i) have been satisfied satisfied, and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and the transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. [No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)]. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the CARAT Owner Trustee and the Certificate Registrar an opinion Opinion of counsel Counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The , and the transferor shall notify the CARAT Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will shall promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic CARAT Transaction Documents) to the Basic CARAT Transaction Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the CARAT Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate Certificates at the office or agency maintained pursuant to Section 3.8, the CARAT Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the CARAT Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like aggregate percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the CARAT Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ], as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the CARAT Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 CARAT Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the CARAT Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) The CARAT Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed and any other expenses of the CARAT Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code.. If requested to do so by the Depositor, each purchaser and transferee of a Certificate shall execute and deliver to the CARAT Owner Trustee an undertaking letter substantially in the form attached as Exhibit B. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar[, as an agent of the Trust,] shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. [The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets.] (b) The [Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(iA) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iviii) the conditions set forth in Section 3.4(g), 3.4(i) through (hl) and (it) have been satisfied and (viv) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No ; and provided, further, that, after the [Initial] Closing Date, upon the initial sale, transfer, conveyance or assignment of an interest in the Retained Certificate (to a Person other than the Certificates issued Depositor (or an Affiliate of the Depositor treated as the Depositor for federal income tax purposes), counsel satisfactory to the Administrator shall render an Opinion of Counsel to the Trust and held the Depositor to the effect that such sale, transfer, conveyance or assignment by the Depositor) may be subdivided upon Depositor would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes, provided, that if at such time of an initial transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided of an interest in the Retained Certificate, any Restricted Note is outstanding, instead of the previously described Opinion of Counsel, an Initial Certificate Transfer Opinion shall be delivered to the Indenture Trustee and the Depositor, and provided, further, that the opinions described above shall not be required if the Depositor sells, transfers, conveys or assigns such Retained Certificate to an Affiliate of the Depositor where such Retained Certificates transferred to such Affiliate represents all the issued Certificates of the Trust and the Affiliate (or such other amount including a person treated as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 Affiliate for federal income tax purposes) also owns all of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)Restricted Notes. In addition, no (i) such sale, pledge or other transfer of a Certificate shall be registered unless made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in reliance on Rule 144A, (ii) such sale, pledge or other transfer shall occur outside of the United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer shall otherwise be made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Administrator shall require that both the prospective transferor and the prospective transferee shall have provided certify to the Owner Trustee Trust and the Certificate Registrar an Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Administrator and the Depositor, and (B) the Administrator shall require a written opinion of counsel that in connection with such transfer no registration (which shall not be at the expense of the Certificates is required under Depositor, the Securities Act Administrator, the Servicer, the Trust or applicable State securities law or the Owner Trustee), satisfactory to the Depositor and the Administrator to the effect that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by will not violate the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transferSecurities Act.] (c) [Reserved]. (cd) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (de) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (ef) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (fg) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (gh) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (hi) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets of any Benefit Plan for the entire period during which such Benefit Plan holds an interest in the Certificates, who is not and is not an affiliate of a person that has discretionary authority or control with respect to the assets of the Trust or provides investment advice for a fee (direct or indirect) with respect to the assets of the Trust, and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions Similar Law if its acquisition or holding of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition Certificate would result in a non-exempt prohibited transaction under, violation of Similar Law or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 the assets of the CodeTrust being subject to such Similar Law. (ij) [The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Pass Through Entity. For the purposes of this Section 3.5(i3.4(j), “Special Pass-Pass Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-pass through entity’s interest in the Certificates.] [Each Certificateholder that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(j) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of an obligor on a Receivable within the meaning of Section 881(c)(3)(B) or 871(h) of the Code (as the case may be) or (iii) “controlled foreign corporation” with respect to such an obligor described in Section 881(c)(3)(C) of the Code.]

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar[, as an agent of the Trust,] shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. [The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets.] (b) The [Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: [(A)(iA)](i) [such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section Sections 3.4(g), (h3.4(h) and (i3.4(i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00[1.10% fractional undivided interest Percentage Interest] in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest Percentage Interest in the Trust). In addition, no transfer of a [Definitive] Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the [Definitive] Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer.][ Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (x) such transfer, conveyance or assignment is made to the Depositor or such entity pledges its rights and interests in the Certificates or (y)(i) such sale, pledge or other transfer is made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in reliance on Rule 144A, (ii) such sale, pledge or other transfer occurs outside of the United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor, and (B) the Owner Trustee shall require a written opinion of counsel (which shall not be at the expense of the Depositor, the Administrator, the Servicer, the Trust or the Owner Trustee), satisfactory to the Depositor and the Owner Trustee to the effect that such transfer will not violate the Securities Act.] (c) [In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator.][ The Owner Trustee may conclusively rely upon advice of the Depositor in reviewing the form and substance of the certifications and opinions required by Section 3.4(b).] (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) [The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i3.4(i), “Special Pass-Through Entity” means a grantor trust, S corporation, corporation or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass pass-through entity is attributable to the pass-through entity’s interest in the Certificates.][ Each Certificateholder that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.]

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or Domestic Asset Management LLC or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (ih) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ] as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, that is subject to the provisions of Title I of ERISA, (ii) a Benefit Plan “plan,” as described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (ih) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, that is subject to the provisions of Title I of ERISA, (ii) a Benefit Plan “plan,” as described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. 1 1 Book-Entry Certificates mechanics to be added, if applicable. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [___] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The [initial] Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State state securities law or that such transfer is otherwise being made in accordance with all applicable federal and State state securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions Distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [___] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency Corporate Trust Office maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ] as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, that is subject to the provisions of Title I of ERISA, (ii) a Benefit Plan “plan,” as described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. including, without limitation, foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. [The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets.] (b) [The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iviii) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (viv) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No , provided further that no Retained Certificate shall be sold, transferred, conveyed or assigned unless counsel satisfactory to the Owner Trustee and the Certificate Registrar has rendered an Opinion of Counsel to the effect that (other than 1) such sale, transfer, conveyance or assignment by the Certificates issued Depositor would not cause the Issuing Entity to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes and held (2) all Retained Notes will be characterized as indebtedness for United States federal income tax purposes, provided however, that the opinion required by clause (2) shall not be required if, prior to the date of the effectiveness of such sale, transfer, conveyance or assignment by the Depositor) may , the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel to the effect that all Retained Notes will be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount characterized as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)indebtedness for United States federal income tax purposes. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer.] (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who [Each Certificateholder that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.] (j) [Each Certificateholder and/or beneficial owner of a Certificate that would be subject to U.S. federal withholding Tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including without limitation as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder and/or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person.] (k) [No transfer shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder.] (l) Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below. (m) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment. (n) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (o) [In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) and 3.4(k) of this Agreement.] (p) Each transferee of a Certificate must acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent. (q) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).” “NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i)THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, “Special Pass-Through Entity” means a grantor trustTHE ADMINISTRATOR, S corporationTHE SERVICER, or partnership (or a disregarded entity, the single owner of which is any of the foregoingTHE TRUST OR THE OWNER TRUSTEE) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the CertificatesSATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.”

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Deutsche Bank Trust of Delaware Company Americas shall be the initial Certificate Registrar. Upon any resignation of a 5 Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The initial Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied satisfied. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable state law or that such transfer is otherwise being made in accordance with all applicable federal and state securities laws and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor Seller is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions Distributions to the Certificateholders and such other matters as shall be agreed between the Depositor Seller and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust amount dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency Corporate Trust Office maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of (i) an "employee benefit plan," as defined in Section 3(3) of ERISA, whether or not such employee benefit plan is subject to the provisions of Title I of ERISA, (ii) a Benefit Plan "plan," as described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “"insurance company general account,” " as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the AART Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ], shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the AART Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account)Certificates, provided thatbut only if: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the AART Owner Trustee and the AART Indenture Trustee an opinion Opinion of independent counsel Counsel that such action will shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions set forth in Section 2.11 of this Agreement agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), ) and (h) and (i) have been satisfied satisfied, and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and the transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. [No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)]. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the AART Owner Trustee and the Certificate Registrar an opinion Opinion of counsel Counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The , and the transferor shall notify the AART Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will shall promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic AART Transaction Documents) to the Basic AART Transaction Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the AART Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate Certificates at the office or agency maintained pursuant to Section 3.8, the AART Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the AART Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like aggregate percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the AART Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ], as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the AART Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 AART Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the AART Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) The AART Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed and any other expenses of the AART Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code.. If requested to do so by the Depositor, each purchaser and transferee of a Certificate shall execute and deliver to the AART Owner Trustee an undertaking letter substantially in the form attached as Exhibit C. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. 1 (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (ih) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ] as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, that is subject to the provisions of Title I of ERISA, (ii) a Benefit Plan “plan” subject to Section 4975 of the Code, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will sale, pledge or other transfer is made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not result for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in a reduction or withdrawal of the rating of any class of Notesreliance on Rule 144A, (ii) such sale, pledge or other transfer occurs outside of the Certificateholder provides United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferree certify to the owner trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposesDepositor, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (iB) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an shall require a written opinion of counsel that in connection with such transfer no registration (which shall not be at the expense of the Certificates is required under Depositor, the Securities Act Administrator, the Servicer, the Trust or applicable State securities law or the Owner Trustee), satisfactory to the Depositor and the Owner Trustee to the effect that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by will not violate the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transferSecurities Act. (c) In the event that The Owner Trustee may conclusively rely upon advice of the Depositor is no longer in reviewing the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment form and substance of the Certificate Distribution Account certifications and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid opinions required by the AdministratorSection 3.4(b)(B)(iii). (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who Each Certificateholder that is a United States Person person (within as defined in Section 7701(a)(30) of the meaning Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. (j) Each Certificateholder and/or beneficial owner of a Certificate that would be subject to U.S. federal withholding tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), shall deliver to the Owner Trustee, Paying Agent, Administrator or any person designated by any of the foregoing (individually or collectively as the context may require, the “FATCA Administrator”) at the time or times prescribed by law and at such time or times reasonably requested by the FATCA Administrator such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the FATCA Administrator to comply with FATCA and to determine that such Certificateholder and/or beneficial owner of a Certificate has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment to such person. (k) No transfer shall be permitted if such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any regulation thereunder. (l) Each transferee of a Certificate understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below. (m) Each transferee of a Certificate understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. Each transferee acknowledges that it has had access to such financial and other information concerning the Trust and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. Each transferee acknowledges that it has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment. (n) No transferee of a Certificate will offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates. (o) In connection with the transfer of a Certificate, the Trust shall determine in its sole discretion that the transfer complies with the requirements of Section 3.4(i) through 3.4(k) of this Agreement. (p) Each transferee of a Certificate must acknowledge that the Trust, the Owner Trustee, any initial purchaser or placement agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.4 and agree that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Trust, the Owner Trustee and any initial purchaser or placement agent. (q) Each Certificateholder and each transferee of a Certificate acknowledges that the Certificates will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS). NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO TERMS OF THE TRUST AGREEMENT, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i)THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, “Special Pass-Through Entity” means a grantor trustTHE ADMINISTRATOR, S corporationTHE SERVICER, or partnership (or a disregarded entity, the single owner of which is any of the foregoingTHE TRUST OR THE OWNER TRUSTEE) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the CertificatesSATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT.”

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar[, as an agent of the Trust,] shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. [The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets.] (b) The [Any Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(iA) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iviii) the conditions set forth in Section 3.4(g), 3.4(i) through (hl) and (it) have been satisfied and (viv) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No ; and provided, further, that, after the [Initial] Closing Date, upon the initial sale, transfer, conveyance or assignment of an interest in the Retained Certificate (to a Person other than the Certificates issued Depositor (or an Affiliate of the Depositor treated as the Depositor for federal income tax purposes), counsel satisfactory to the Administrator shall render an Opinion of Counsel to the Trust and held the Depositor to the effect that such sale, transfer, conveyance or assignment by the Depositor) may be subdivided upon Depositor would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes, provided, that if at such time of an initial transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided of an interest in the Retained Certificate, any Retained Note is outstanding, instead of the previously described Opinion of Counsel, an Initial Certificate Transfer Opinion shall be delivered to the Indenture Trustee and the Depositor, and provided, further, that the opinions described above shall not be required if the Depositor sells, transfers, conveys or assigns such Retained Certificate to an Affiliate of the Depositor where such Retained Certificates transferred to such Affiliate represents all the issued Certificates of the Trust and the Affiliate (or such other amount including a person treated as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 Affiliate for federal income tax purposes) also owns all of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)Retained Notes. In addition, no (i) such sale, pledge or other transfer of a Certificate shall be registered unless made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in reliance on Rule 144A, (ii) such sale, pledge or other transfer shall occur outside of the United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer shall otherwise be made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Administrator shall require that both the prospective transferor and the prospective transferee shall have provided certify to the Owner Trustee Trust and the Certificate Registrar an Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Administrator and the Depositor, and (B) the Administrator shall require a written opinion of counsel that in connection with such transfer no registration (which shall not be at the expense of the Certificates is required under Depositor, the Securities Act Administrator, the Servicer, the Trust or applicable State securities law or the Owner Trustee), satisfactory to the Depositor and the Administrator to the effect that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by will not violate the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transferSecurities Act.] (c) [Reserved]. (cd) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (de) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (ef) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (fg) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (gh) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (hi) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets of any Benefit Plan for the entire period during which such Benefit Plan holds an interest in the Certificates, who is not and is not an affiliate of a person that has discretionary authority or control with respect to the assets of the Trust or provides investment advice for a fee (direct or indirect) with respect to the assets of the Trust, and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the CodeSimilar Law. (ij) [The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Pass Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Pass Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-pass through entity’s interest in the Certificates.] [Each Certificateholder that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(j) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of an obligor on a Receivable within the meaning of Section 881(c)(3)(B) or 871(h) of the Code (as the case may be) or (iii) “controlled foreign corporation” with respect to such an obligor described in Section 881(c)(3)(C) of the Code.]

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar[, as an agent of the Trust,] shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ] shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. [The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from, the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets.] (b) The [The][Any] Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(iB) (i) such [action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. [No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents represnts less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). .] In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. .] [If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer.] [sale, pledge or other transfer is made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in reliance on Rule 144A, (ii) such sale, pledge or other transfer occurs outside of the United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case, (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor and (B) the Owner Trustee shall require a written opinion of counsel (which shall not be at the expense of the Depositor, the Administrator, the Servicer, the Trust or the Owner Trustee), satisfactory to the Depositor and the Owner Trustee to the effect that such transfer will not violate the Securities Act.] (c) [The Owner Trustee may conclusively rely upon advice of the Depositor in reviewing the form and substance of the certifications and opinions required by Section 3.4(b)(B)(iii)]. [In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator.] (d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest aggregate Percentage Interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) 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 and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) [The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Pass Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Pass Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-pass through entity’s interest in the Certificates.] [Each Certificateholder that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.]

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Depositor hereby appoints [ ] as the initial certificate registrar, and in such capacity or any successor certificate registrar thereof (such entity, the “Certificate Registrar Registrar”), as an agent for the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (such register, the “Certificate Register Register”), in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties any court of competent jurisdiction may appoint a successor Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust, the Owner Trustee, the Certificate Registrar and the Paying Agent shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Agreement. This Section 3.4 shall be construed so that the Certificates under this Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest assigned to each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets. (b) The [The][Any] Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either an Affiliate thereof, or such entity pledges its rights and interests in the Certificates or (B)(i) such [action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iviii) the conditions set forth in Section 3.4(g), (h3.4(h) and (ij) have been satisfied and (viv) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than ; and provided, further, that, after the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition[Initial] Closing Date, no transfer of a Retained Certificate shall be registered sold, transferred, conveyed or assigned unless the transferee shall have provided counsel satisfactory to the Owner Trustee and the Certificate Registrar has rendered an Opinion of Counsel to the effect that (1) such sale, transfer, conveyance or assignment by the Depositor would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes and (2) all Retained Notes (excluding for this purpose Retained Notes to the extent such Retained Notes are not treated as outstanding for federal income tax purposes) will be characterized as indebtedness for United States federal income tax purposes, provided, that the Opinion of Counsel required by clauses (1) and (2) shall not be required if (I) the Depositor sells, transfers, conveys or assigns such Retained Certificate to (y) an Affiliate of the Depositor treated as the Depositor for federal income tax purposes or (z) an Affiliate of the Depositor where such Retained Certificates transferred to such Affiliate represents all of the issued Certificates of the Trust and such Affiliate (including a person treated as an Affiliate for federal income tax purposes) also owns all of the Retained Notes or (II) prior to the date of the effectiveness of such sale, transfer, conveyance or assignment by the Depositor, the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel to the effect that all Retained Notes (excluding for this purpose Retained Notes to the extent such Retained Notes are not treated as outstanding for federal income tax purposes) will be characterized as indebtedness for United States federal income tax purposes. In addition, (i)] [such sale, pledge or other transfer shall be made to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A), acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) to whom notice is given that the sale, pledge or other transfer is being made in reliance on Rule 144A, (ii) such sale, pledge or other transfer shall occur outside of the United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that person delivers any necessary certifications pursuant to this Agreement, or (iii) such sale, pledge or other transfer shall otherwise be made in a transaction exempt from the registration requirements of the Securities Act, and, in the case of this clause (iii), (A) the Certificate Registrar shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee, Certificate Registrar and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee, Certificate Registrar, and the Depositor, and (B) the Certificate Registrar shall require a written opinion of counsel that in connection with such transfer no registration (which shall not be at the expense of the Certificates is required under Depositor, the Securities Act Indenture Trustee, the Servicer, the Trust, the Owner Trustee, the Administrator, Certificate Registrar or applicable State securities law or any other provider of services to the Trust), satisfactory to the Depositor and the Certificate Registrar to the effect that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by will not violate the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transferSecurities Act.] (c) [The Owner Trustee and the Certificate Registrar may conclusively rely upon advice of the Depositor in reviewing the form and substance of the certifications and opinions required by Sections 3.4(b)(iii)(A) and 3.4(b)(iii)(B).] [In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Transaction Documents) to the Basic Transaction Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator.] (d) [Reserved.] (e) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.83.8 and upon compliance with any provisions of this Agreement relating to such transfer, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest Percentage Interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent. (ef) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trustaggregate Percentage Interest, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (fg) 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 Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. (gh) 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 and any other expenses of the Owner Trustee or the Certificate Registrar in connection with any transfer or exchange of Certificates. (hi) The Certificates may not be acquired held by or for the account of a Benefit Plan Investor other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption 95-60 (“PTCE”) PTCE 95-60”), whose underlying assets include less than 25% “plan assets” subject to ERISA, who is not and is not an affiliate of a person that has discretionary authority or control with respect to the assets of the Trust or provides investment advice for a fee (direct or indirect) with respect to such assets, and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired or held by or for the account of an employee benefit plan or any other plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the CodeCode (“Similar Law”) (including non-U.S. or governmental plans) if such acquisition and holding would result in a violation of any Similar Law. (ij) [[The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Pass Through Entity. For the purposes of this Section 3.5(i3.5(j), “Special Pass-Pass Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-pass through entity’s interest in the Certificates.] [Each Certificateholder that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-9 certifying that such Certificateholder is exempt from U.S. federal backup withholding tax. Each Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Owner Trustee, Paying Agent, and the Administrator on or prior to the date such person becomes a Certificateholder under this Agreement (and from time to time thereafter upon the reasonable request of the Owner Trustee, Paying Agent, or the Administrator), executed originals of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, and to the extent such Certificateholder is not the beneficial owner of the Certificate, Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8ECI, W-8BEN-E or W-8BEN. In the case of a Certificateholder that is not a United States person (as defined in Section 7701(a)(30) of the Code) and provides an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or Internal Revenue Service Form W-8IMY accompanied with a Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable) under this Section 3.4(i) in order to claim the benefits of the exemption for portfolio interest under Section 881(c) of the Code (instead of, for example, claiming the benefits of an income tax treaty to which the United States is a party), such Certificateholder (or in the case of a Certificateholder providing such Internal Revenue Service Form W-8IMY, the beneficial owner of the Certificate) hereby represents and warrants that it is not a (i) “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) “10 percent shareholder” of the Trust within the meaning of Section 881(c)(3)(B) of the Code or (iii) “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.]

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the AART Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware [ ], shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the AART Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account)Certificates, provided thatbut only if: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(ii) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the AART Owner Trustee and the AART Indenture Trustee an opinion Opinion of independent counsel Counsel that such action will shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions set forth in Section 2.11 of this Agreement agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), ) and (h) and (i) have been satisfied satisfied, and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and the transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. [No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a Table of Contents “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust)]. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the AART Owner Trustee and the Certificate Registrar an opinion Opinion of counsel Counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The , and the transferor shall notify the AART Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will shall promptly prepare amendments (subject to the provisions regarding amendments in the applicable AART Basic Documents) to the AART Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the AART Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate Certificates at the office or agency maintained pursuant to Section 3.8, the AART Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the AART Owner Trustee or any authenticating agent. (e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like aggregate percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the AART Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause [ ], as its authenticating agent to authenticate and deliver) one or more Certificates dated the date of authentication by the AART Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange. (f) 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 AART Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the AART Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) The AART Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed and any other expenses of the AART Owner Trustee in connection with any transfer or exchange of Certificates. (h) The Certificates may not be acquired by or for the account of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, whose underlying assets include less than 25% “plan assets” and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.

Registration of Certificates; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency of the Trust maintained pursuant to Section 3.82.4, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee registrar appointed by the Depositor (the "Certificate Registrar") shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein; provided, however, that no Certificate may be subdivided upon transfer or exchange such that the denomination of any resulting Certificate is other than the authorized denominations for the relevant Class specified in Section 3.1(b). BNY Mellon Trust of Delaware The initial Certificate Registrar shall be the initial Certificate RegistrarTrustee. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) The Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates (including its right to distributions from the Reserve Account), provided that: (A)(i) such transfer, conveyance or assignment is made to the Depositor or either such entity pledges its rights and interests in the Certificates or (B)(i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g), (h) and (i) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Trust (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Trust). In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable State securities law or that such transfer is otherwise being made in accordance with all applicable federal and State securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer. (c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator. (d) Upon surrender for registration of transfer of any Certificate at the office or agency Corporate Trust Office maintained pursuant to Section 3.82.4, the Owner Trustee shall execute on behalf of the Trust, and shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, as provided in Section 3.3, one or more new Certificates of the same Class, in authorized denominations and of a like aggregate percentage interest in the Trust Certificate Principal Balance [or Certificate Notional Amount,] dated the date of authentication by the Owner Trustee or any authenticating agentTrustee. (ec) At the option of a HolderCertificateholder, Certificates may be exchanged for other Certificates of the same Class, in authorized denominations and of a like percentage interest in the Trust, as shown on the applicable Certificates, aggregate Certificate Principal Balance [or Certificate Notional Amount,] upon surrender of the Certificates to be exchanged at the office or agency of the Trust maintained pursuant to Section 3.82.4. Whenever any Certificates are so surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, and shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) in the name of the Certificateholder, one or more new Certificates dated the date of authentication by the Owner Trustee or any authenticating agentTrustee. Such Certificates shall be delivered to the Holder Certificateholder making the exchange. (fd) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form reasonably satisfactory to the Owner Trustee and the Certificate Registrar Registrar, duly executed by the Holder Certificateholder or his its attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b)writing. Each Certificate surrendered for registration of transfer or and exchange shall be canceled cancelled and subsequently destroyed or otherwise disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. (ge) The Owner No service charge shall be made for any registration of transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed and any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates. (hf) The Certificates may not be acquired by or for the account provisions of a Benefit Plan other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60Sections 7.1, whose underlying assets include less than 25% “plan assets” 7.3, 7.8 and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under PTCE 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject 7.10 shall apply to the provisions of Title I of ERISA or Section 4975 of Trustee in its role as Certificate Registrar, for so long as the Code (including non-U.S. or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of the CodeTrustee shall act as Certificate Registrar. (i) The Certificates may (A) only be acquired by or for the account of a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and (B) not be acquired by or for the account of a Special Pass-Through Entity. For the purposes of this Section 3.5(i), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (or a disregarded entity, the single owner of which is any of the foregoing) where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Certificates.