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

Registration of Certificates; 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 3.9, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Certificates and of Transfers and exchanges of Certificates as herein provided. The Bank shall be the initial Certificate Registrar. No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. (b) Each Class D Certificate shall bear a legend to the following effect unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officers Certificate) and the Owner Trustee consistent with applicable law: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) (A) (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B TO THE TRUST AGREEMENT, WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE OWNER TRUSTEE AND DEPOSITOR, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL ACCEPTABLE TO THE OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a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a) OF THE TRUST AGREEMENT, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES." As a condition to the registration of any Transfer of a Certificate, the prospective transferee of such Certificate shall be required to represent in writing to the Owner Trustee, the Certificate Registrar and the Initial Purchaser the following, unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officer's Certificate): (i) It understands that no subsequent Transfer of the Certificates is permitted unless it causes its proposed transferee to provide to the Trust, the Certificate Registrar and the Initial Purchaser a letter substantially in the form of Exhibit B or Exhibit C hereof (with such changes therein as may be approved by the Depositor), as applicable, or such other written statement as the Depositor shall prescribe. (ii) It is either: (A) not, and each account (if any) for which it is purchasing the Certificates is not (1) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a plan described in Sec tion 4975(e) (1) of the Code that is subject to Section 4975 of the Code, (3) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (4) an entity whose underlying assets include plan assets by reason of a plans investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (5) a person nvesting "plan assets" of iany such plan (including without limitation, for purposes of this clause (5), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (B) an insurance company acting on behalf of a general account and (1) on the date of purchase less than 25% (or such lower percentage as may be determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (2) the purchase and holding of such Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (3) the purchaser agrees that if, after the purchaser's initial acquisition of the Certificates, at any time during any calendar quarter 25% (or such lower percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Certificates then held in its general account by the end of the next following calendar quarter. (iii) It is a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (c) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph (iii) has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph (iii) whose ownership of the Certificates is effectively connected with such persons conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Trust and the Depositor with an IRS Form 8-ECI (and such other certifications, representations, or opinions of counsel as may be requested by the Trust or the Depositor). (iv) It understands that any purported Transfer of any Certificate (or any interest therein) in contravention of any of the restrictions and conditions contained in this Section will be a Void Transfer, and the purported transferee in a Void Transfer will not be recognized by the Trust or any other person as a Certificateholder for any purpose. (c) By acceptance of any Certificate, the Certificateholder thereof specifically agrees with and represents to the Depositor, the Trust and the Certificate Registrar, that no Transfer of such Certificate shall be made unless the registration re quirements of the Securities Act and any applicable State securities laws are complied with, or such Transfer is exempt from the registration requirements under the Securities Act because the Transfer satisfies one of the following: (i) such Transfer is in compliance with Rule 144A under the Securities Act ("Rule 144A"), to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Transfer is being made in reliance upon Rule 144A under the Securities Act and (x) the transferor executes and delivers to the Trust and the Certificate Registrar, a Rule 144A transferor certificate substantially in the form attached as Exhibit D and (y) the transferee executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit B; (ii) after the appropriate holding period, such Transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Trust, the Certificate Registrar or the Initial Purchaser, delivers an Opinion of Counsel in form and substance satisfactory to the Trust and the Initial Purchaser; or (iii) such Transfer is to an institutional accredited investor as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such Transfer is in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, and such investor executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (d) The Depositor shall make available to the prospective transferor and transferee of a Certificate information requested to satisfy the requirements of paragraph (d) (4) of Rule 144A (the "Rule 144A Information"). The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the private placement memorandum, if any, relating to the Certificates, and any amendments or supplements thereto; (ii) each statement delivered to Certificateholders pursuant to Section 5.2(b) on each Distribution Date preceding such request; and (iii) such other information as is reasonably available to the Owner Trustee in order to comply with requests for information pursuant to Rule 144A under the Securities Act. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Certificate under the Securities Act or any other securities law. (e) Upon surrender for registration of Transfer of any Certificate at the office or agency maintained pursuant to Section 3.9 and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like Class and aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.9. 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 Certificateholder or his attorney in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Certificate surrendered for registration of Transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Certificates. The preceding provisions of this Section 3.5 notwithstanding, the Owner Trustee shall not make and the Certificate Registrar need not register any Transfer or exchange of Certificates for a period of fifteen (15) days preceding any Distribution Date for any payment with respect to the Certificates.

Registration of Certificates; 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 3.9, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Certificates and of Transfers and exchanges of Certificates as herein provided. The Bank shall be the initial Certificate Registrar. No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. (b) Each Class D Certificate shall bear a legend to the following effect unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officers Certificate) and the Owner Trustee consistent with applicable law: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) (A) (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B TO THE TRUST AGREEMENT, WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE OWNER TRUSTEE AND DEPOSITOR, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL ACCEPTABLE TO THE OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a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a) OF THE TRUST AGREEMENT, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES." As a condition to the registration of any Transfer of a Certificate, the prospective transferee of such Certificate shall be required to represent in writing to the Owner Trustee, the Certificate Registrar and the Initial Purchaser the following, unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officer's Certificate): (i) It understands that no subsequent Transfer of the Certificates is permitted unless it causes its proposed transferee to provide to the Trust, the Certificate Registrar and the Initial Purchaser a letter substantially in the form of Exhibit B or Exhibit C hereof (with such changes therein as may be approved by the Depositor), as applicable, or such other written statement as the Depositor shall prescribe. (ii) It is either: (A) not, and each account (if any) for which it is purchasing the Certificates is not (1) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a plan described in Sec tion 4975(e) (1Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (3) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (4) an entity whose underlying assets include plan assets by reason of a plans investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (5) a person nvesting investing "plan assets" of iany any such plan (including without limitation, for purposes of this clause (5), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (B) an insurance company acting on behalf of a general account and (1) on the date of purchase less than 25% (or such lower percentage as may be determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (2) the purchase and holding of such Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (3) the purchaser agrees that if, after the purchaser's initial acquisition of the Certificates, at any time during any calendar quarter 25% (or such lower percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Certificates then held in its general account by the end of the next following calendar quarter. (iii) It is a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (c) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph (iii) has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph (iii) whose ownership of the Certificates is effectively connected with such persons conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Trust and the Depositor with an IRS Form 8-ECI (and such other certifications, representations, or opinions of counsel as may be requested by the Trust or the Depositor). (iv) It understands that any purported Transfer of any Certificate (or any interest therein) in contravention of any of the restrictions and conditions contained in this Section will be a Void Transfer, and the purported transferee in a Void Transfer will not be recognized by the Trust or any other person as a Certificateholder for any purpose. (c) By acceptance of any Certificate, the Certificateholder thereof specifically agrees with and represents to the Depositor, the Trust and the Certificate Registrar, that no Transfer of such Certificate shall be made unless the registration re quirements requirements of the Securities Act and any applicable State securities laws are complied with, or such Transfer is exempt from the registration requirements under the Securities Act because the Transfer satisfies one of the following: (i) such Transfer is in compliance with Rule 144A under the Securities Act ("Rule 144A"), to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Transfer is being made in reliance upon Rule 144A under the Securities Act and (x) the transferor executes and delivers to the Trust and the Certificate Registrar, a Rule 144A transferor certificate substantially in the form attached as Exhibit D and (y) the transferee executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit B; (ii) after the appropriate holding period, such Transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Trust, the Certificate Registrar or the Initial Purchaser, delivers an Opinion of Counsel in form and substance satisfactory to the Trust and the Initial Purchaser; or (iii) such Transfer is to an institutional accredited investor as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such Transfer is in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, and such investor executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (d) The Depositor shall make available to the prospective transferor and transferee of a Certificate information requested to satisfy the requirements of paragraph (d) (4) of Rule 144A (the "Rule 144A Information"). The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the private placement memorandum, if any, relating to the Certificates, and any amendments or supplements thereto; (ii) each statement delivered to Certificateholders pursuant to Section 5.2(b) on each Distribution Date preceding such request; and (iii) such other information as is reasonably available to the Owner Trustee in order to comply with requests for information pursuant to Rule 144A under the Securities Act. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Certificate under the Securities Act or any other securities law. (e) Upon surrender for registration of Transfer of any Certificate at the office or agency maintained pursuant to Section 3.9 and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like Class and aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.9. 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 Certificateholder or his attorney in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Certificate surrendered for registration of Transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Certificates. The preceding provisions of this Section 3.5 notwithstanding, the Owner Trustee shall not make and the Certificate Registrar need not register any Transfer or exchange of Certificates for a period of fifteen (15) days preceding any Distribution Date for any payment with respect to the Certificates.

Registration of Certificates; 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 3.9, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Certificates and of Transfers and exchanges of Certificates as herein provided. The Wachovia Bank of Delaware, National Association shall be the initial Certificate Registrar. No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. (b) Each Class D Certificate shall bear a legend to the following effect unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officers Officer's Certificate) and the Owner Trustee consistent with applicable law: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) (A) (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B TO THE TRUST AGREEMENT, WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE OWNER TRUSTEE AND DEPOSITOR, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL ACCEPTABLE TO THE OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND (B) IN THE CASE OF A TRANSFER PURSUANT TO CLAUSES (A)(1), (2) OR (3), THE RECEIPT BY THE OWNER TRUSTEE AND THE DEPOSITOR OF THE STATE TAX OPINION REQUIRED BY SECTION 3.3(a) OF THE TRUST AGREEMENT, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES." As a condition to the registration of any Transfer of a Certificate, the prospective transferee of such Certificate shall be required to represent in writing to the Owner Trustee, the Certificate Registrar and the Initial Purchaser the following, unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officer's Certificate): (i) It understands that no subsequent Transfer of the Certificates is permitted unless it causes its proposed transferee to provide to the Trust, the Certificate Registrar and the Initial Purchaser a letter substantially in the form of Exhibit B or Exhibit C hereof (with such changes therein as may be approved by the Depositor), as applicable, or such other written statement as the Depositor shall prescribe. (ii) It is either: (A) not, and each account (if any) for which it is purchasing the Certificates is not (1) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a plan described in Sec tion 4975(e) (1Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (3) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (4) an entity whose underlying assets include plan assets by reason of a plans investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (5) a person nvesting investing "plan assets" of iany any such plan (including without limitation, for purposes of this clause (5), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (B) an insurance company acting on behalf of a general account and (1) on the date of purchase less than 25% (or such lower percentage as may be determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (2) the purchase and holding of such Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (3) the purchaser agrees that if, after the purchaser's initial acquisition of the Certificates, at any time during any calendar quarter 25% (or such lower percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Certificates then held in its general account by the end of the next following calendar quarter. (iii) It is a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (c) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph (iii) has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph (iii) whose ownership of the Certificates is effectively connected with such persons conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Trust and the Depositor with an IRS Form 8-ECI W-8ECI (and such other certifications, representations, or opinions of counsel as may be requested by the Trust or the Depositor). (iv) It understands that any purported Transfer of any Certificate (or any interest therein) in contravention of any of the restrictions and conditions contained in this Section will be a Void Transfer, and the purported transferee in a Void Transfer will not be recognized by the Trust or any other person as a Certificateholder for any purpose. (c) By acceptance of any Certificate, the Certificateholder thereof specifically agrees with and represents to the Depositor, the Trust and the Certificate Registrar, that no Transfer of such Certificate shall be made unless the registration re quirements requirements of the Securities Act and any applicable State securities laws are complied with, or such Transfer is exempt from the registration requirements under the Securities Act because the Transfer satisfies one of the following: (i) such Transfer is in compliance with Rule 144A under the Securities Act ("Rule 144A"), to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Transfer is being made in reliance upon Rule 144A under the Securities Act and (x) the transferor executes and delivers to the Trust and the Certificate Registrar, a Rule 144A transferor certificate substantially in the form attached as Exhibit D and (y) the transferee executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit B; (ii) after the appropriate holding period, such Transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Trust, the Certificate Registrar or the Initial Purchaser, delivers an Opinion of Counsel in form and substance satisfactory to the Trust and the Initial Purchaser; or (iii) such Transfer is to an institutional accredited investor as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such Transfer is in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, and such investor executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (d) The Depositor shall make available to the prospective transferor and transferee of a Certificate information requested to satisfy the requirements of paragraph (d) (4) of Rule 144A (the "Rule 144A Information"). The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the private placement memorandum, if any, relating to the Certificates, and any amendments or supplements thereto; (ii) each statement delivered to Certificateholders pursuant to Section 5.2(b) on each Distribution Payment Date preceding such request; and (iii) such other information as is reasonably available to the Owner Trustee in order to comply with requests for information pursuant to Rule 144A under the Securities Act. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Certificate under the Securities Act or any other securities law. (e) Upon surrender for registration of Transfer of any Certificate at the office or agency maintained pursuant to Section 3.9 and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like Class and aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.9. 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 Certificateholder or his attorney in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Certificate surrendered for registration of Transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Certificates. The preceding provisions of this Section 3.5 notwithstanding, the Owner Trustee shall not make and the Certificate Registrar need not register any Transfer or exchange of Certificates for a period of fifteen (15) days preceding any Distribution Payment Date for any payment with respect to the Certificates.

Registration of Certificates; 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 3.9, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Certificates and of Transfers and exchanges of Certificates as herein provided. The Bank shall be the initial Certificate Registrar. No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. (b) Each Class C Certificate and Class D Certificate shall bear a legend to the following effect unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officers Certificate) and the Owner Trustee consistent with applicable law: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) (A) (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D E TO THE TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B C TO THE TRUST AGREEMENT, WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE OWNER TRUSTEE AND DEPOSITOR, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SUCH EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE TRUST AND THE DEPOSITOR INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a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a) OF THE TRUST AGREEMENTLAWS, OR (II4) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES." As a condition to the registration of any Transfer of a Certificate, the prospective transferee of such a Certificate shall be required to represent in writing to the Owner Trustee, the Certificate Registrar and the Initial Purchaser the following, unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officer's Officers Certificate): (i) It understands that no subsequent Transfer of the Certificates is are permitted unless it causes its proposed transferee to provide to the Trust, the Certificate Registrar and the Initial Purchaser a letter substantially in the form of Exhibit B C or Exhibit C D hereof (with such changes therein as may be approved by the Depositor), as applicable, or such other written statement as the Depositor shall prescribe. (ii) It is either: (A) not, and each account (if any) for which it is purchasing the Certificates is are not (1) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a plan described in Sec tion 4975(e) (1Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (3) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (4) an entity whose underlying assets include plan assets by reason of a plans investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. ' 2510.3-101 or otherwise under ERISA) or (5) a person nvesting investing "plan assets" of iany any such plan (including without limitation, for purposes of this clause (5), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (B) an insurance company acting on behalf of a general account and (1) on the date of purchase less than 25% (or such lower percentage as may be determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (2) the purchase and holding of such Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (3) the purchaser agrees that if, after the purchaser's purchasers initial acquisition of the Certificates, at any time during any calendar quarter 25% (or such lower percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Certificates then held in its general account by the end of the next following calendar quarter. (iii) It is a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (c) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph (iii) has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph (iii) whose ownership of the Certificates is effectively connected with such persons conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Trust and the Depositor with an IRS Form 8-ECI 4224 (and such other certifications, representations, or opinions of counsel as may be requested by the Trust or the Depositor). (iv) It understands that any purported Transfer of any Certificate (or any interest therein) in contravention of any of the restrictions and conditions contained in this Section will be a Void Transfer, and the purported transferee in a Void Transfer will not be recognized by the Trust or any other person as a Certificateholder for any purpose. In addition, no subsequent Transfer of the Certificates shall be permitted (and any such Transfer shall be a Void Transfer) if, after giving effect to such Transfer, the total number of direct and indirect holders of the Class C Certificates and Class D Certificates, exceeds 99. (c) By acceptance of any Certificate, the Certificateholder thereof specifically agrees with and represents to the Depositor, the Trust and the Certificate Registrar, that no Transfer of such Certificate shall be made unless the registration re quirements requirements of the Securities Act and any applicable State securities laws are complied with, or such Transfer is exempt from the registration requirements under the Securities Act because the Transfer satisfies one of the following: (i) such Transfer is in compliance with Rule 144A under the Securities Act ("Rule 144A"), to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Transfer is being made in reliance upon Rule 144A under the Securities Act and (x) the transferor executes and delivers to the Trust and the Certificate Registrar, a Rule 144A transferor certificate substantially in the form attached as Exhibit D E and (y) the transferee executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit BC; (ii) after the appropriate holding period, such Transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Trust, the Certificate Registrar or the Initial Purchaser, delivers an Opinion of Counsel in form and substance satisfactory to the Trust and the Initial Purchaser; or (iii) such Transfer is to an institutional accredited investor as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such Transfer is in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, and such investor executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C.D. (d) The Depositor shall make available to the prospective transferor and transferee of a Certificate information requested to satisfy the requirements of paragraph (d) (4) of Rule 144A (the "Rule 144A Information"). The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the private placement memorandum, if any, relating to the Certificates, and any amendments or supplements thereto; (ii) each statement delivered to Certificateholders pursuant to Section 5.2(b) on each Distribution Date preceding such request; and (iii) such other information as is reasonably available to the Owner Trustee in order to comply with requests for information pursuant to Rule 144A under the Securities Act. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Certificate under the Securities Act or any other securities law. (e) Upon surrender for registration of Transfer of any Certificate at the office or agency maintained pursuant to Section 3.9 and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like Class and aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.9. 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 Certificateholder or his attorney in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Certificate surrendered for registration of Transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Certificates. The preceding provisions of this Section 3.5 notwithstanding, the Owner Trustee shall not make and the Certificate Registrar need not register any Transfer or exchange of Certificates for a period of fifteen (15) days preceding any Distribution Date for any payment with respect to the Certificates.

Registration of Certificates; 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 3.9, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Certificates and of Transfers and exchanges of Certificates as herein provided. The Bank shall be the initial Certificate Registrar. No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. (b) Each Class C Certificate and Class D Certificate shall bear a legend to the following effect unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officers Certificate) and the Owner Trustee consistent with applicable law: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) (A) (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM 11 17 ATTACHED AS EXHIBIT D E TO THE TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B C TO THE TRUST AGREEMENT, WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE OWNER TRUSTEE AND DEPOSITOR, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SUCH EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE TRUST AND THE DEPOSITOR INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a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a) OF THE TRUST AGREEMENTLAWS, OR (II4) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES." As a condition to the registration of any Transfer of a Certificate, the prospective transferee of such Certificate shall be required to represent in writing to the Owner Trustee, the Certificate Registrar and the Initial Purchaser the following, unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officer's Certificate): (i) It understands that no subsequent Transfer of the Certificates is permitted unless it causes its proposed transferee to provide to the Trust, the Certificate Registrar and the Initial Purchaser a letter substantially in the form of Exhibit B C or Exhibit C D hereof (with such changes therein as may be approved by the Depositor), as applicable, or such other written statement as the Depositor shall prescribe. (ii) It is either: (A) not, and each account (if any) for which it is purchasing the Certificates is not (1) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a plan described in Sec tion 4975(e) (1) of the Code that is subject to Section 4975 of the Code, (3) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (4) an entity whose underlying assets include plan assets by reason of a plans investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (5) a person nvesting "plan assets" of iany such plan (including without limitation, for purposes of this clause (5), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (B) an insurance company acting on behalf of a general account and (1) on the date of purchase less than 25% (or such lower percentage as may be determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (2) the purchase and holding of such Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (3) the purchaser agrees that if, after the purchaser's initial acquisition of the Certificates, at any time during any calendar quarter 25% (or such lower percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Certificates then held in its general account by the end of the next following calendar quarter. (iii) It is a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (c) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph (iii) has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph (iii) whose ownership of the Certificates is effectively connected with such persons conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Trust and the Depositor with an IRS Form 8-ECI (and such other certifications, representations, or opinions of counsel as may be requested by the Trust or the Depositor). (iv) It understands that any purported Transfer of any Certificate (or any interest therein) in contravention of any of the restrictions and conditions contained in this Section will be a Void Transfer, and the purported transferee in a Void Transfer will not be recognized by the Trust or any other person as a Certificateholder for any purpose. (c) By acceptance of any Certificate, the Certificateholder thereof specifically agrees with and represents to the Depositor, the Trust and the Certificate Registrar, that no Transfer of such Certificate shall be made unless the registration re quirements of the Securities Act and any applicable State securities laws are complied with, or such Transfer is exempt from the registration requirements under the Securities Act because the Transfer satisfies one of the following: (i) such Transfer is in compliance with Rule 144A under the Securities Act ("Rule 144A"), to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Transfer is being made in reliance upon Rule 144A under the Securities Act and (x) the transferor executes and delivers to the Trust and the Certificate Registrar, a Rule 144A transferor certificate substantially in the form attached as Exhibit D and (y) the transferee executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit B; (ii) after the appropriate holding period, such Transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Trust, the Certificate Registrar or the Initial Purchaser, delivers an Opinion of Counsel in form and substance satisfactory to the Trust and the Initial Purchaser; or (iii) such Transfer is to an institutional accredited investor as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such Transfer is in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, and such investor executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C. (d) The Depositor shall make available to the prospective transferor and transferee of a Certificate information requested to satisfy the requirements of paragraph (d) (4) of Rule 144A (the "Rule 144A Information"). The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the private placement memorandum, if any, relating to the Certificates, and any amendments or supplements thereto; (ii) each statement delivered to Certificateholders pursuant to Section 5.2(b) on each Distribution Date preceding such request; and (iii) such other information as is reasonably available to the Owner Trustee in order to comply with requests for information pursuant to Rule 144A under the Securities Act. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Certificate under the Securities Act or any other securities law. (e) Upon surrender for registration of Transfer of any Certificate at the office or agency maintained pursuant to Section 3.9 and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like Class and aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.9. 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 Certificateholder or his attorney in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Certificate surrendered for registration of Transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Certificates. The preceding provisions of this Section 3.5 notwithstanding, the Owner Trustee shall not make and the Certificate Registrar need not register any Transfer or exchange of Certificates for a period of fifteen (15) days preceding any Distribution Date for any payment with respect to the Certificates.

Registration of Certificates; 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 3.9, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Certificates and of Transfers and exchanges of Certificates as herein provided. The Bank shall be the initial Certificate Registrar. No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. (b) Each Class C Certificate and Class D Certificate shall bear a legend to the following effect unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officers Officer's Certificate) and the Owner Trustee consistent with applicable law: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) (A) (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D E TO THE TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B C TO THE TRUST AGREEMENT, WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE OWNER TRUSTEE AND DEPOSITOR, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL SUCH EVIDENCE ACCEPTABLE TO THE OWNER TRUSTEE TRUST AND THE DEPOSITOR INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a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a) OF THE TRUST AGREEMENTLAWS, OR (II4) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES." As a condition to the registration of any Transfer of a Certificate, the prospective transferee of such Certificate shall be required to represent in writing to the Owner Trustee, the Certificate Registrar and the Initial Purchaser the following, unless determined otherwise by the Administrator (as certified to the Owner Trustee in an Officer's Certificate): (i) It understands that no subsequent Transfer of the Certificates is permitted unless it causes its proposed transferee to provide to the Trust, the Certificate Registrar and the Initial Purchaser a letter substantially in the form of Exhibit B C or Exhibit C D hereof (with such changes therein as may be approved by the Depositor), as applicable, or such other written statement as the Depositor shall prescribe. (ii) It is either: (A) not, and each account (if any) for which it is purchasing the Certificates is not (1) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a plan described in Sec tion 4975(e) (1Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (3) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (4) an entity whose underlying assets include plan assets by reason of a plans plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (5) a person nvesting investing "plan assets" of iany any such plan (including without limitation, for purposes of this clause (5), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (B) an insurance company acting on behalf of a general account and (1) on the date of purchase less than 25% (or such lower percentage as may be determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (2) the purchase and holding of such Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (3) the purchaser agrees that if, after the purchaser's initial acquisition of the Certificates, at any time during any calendar quarter 25% (or such lower percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Certificates then held in its general account by the end of the next following calendar quarter. (iii) It is a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (c) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph (iii) has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph (iii) whose ownership of the Certificates is effectively connected with such persons person's conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Trust and the Depositor with an IRS Form 8-ECI 4224 (and such other certifications, representations, or opinions of counsel as may be requested by the Trust or the Depositor). (iv) It understands that any purported Transfer of any Certificate (or any interest therein) in contravention of any of the restrictions and conditions contained in this Section will be a Void Transfer, and the purported transferee in a Void Transfer will not be recognized by the Trust or any other person as a Certificateholder for any purpose. (c) By acceptance of any Certificate, the Certificateholder thereof specifically agrees with and represents to the Depositor, the Trust and the Certificate Registrar, that no Transfer of such Certificate shall be made unless the registration re quirements requirements of the Securities Act and any applicable State securities laws are complied with, or such Transfer is exempt from the registration requirements under the Securities Act because the Transfer satisfies one of the following: (i) such Transfer is in compliance with Rule 144A under the Securities Act ("Rule 144A"), to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Transfer is being made in reliance upon Rule 144A under the Securities Act and (x) the transferor executes and delivers to the Trust and the Certificate Registrar, a Rule 144A transferor certificate substantially in the form attached as Exhibit D E and (y) the transferee executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit BC; (ii) after the appropriate holding period, such Transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Trust, the Certificate Registrar or the Initial Purchaser, delivers an Opinion of Counsel in form and substance satisfactory to the Trust and the Initial Purchaser; or (iii) such Transfer is to an institutional accredited investor as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such Transfer is in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, and such investor executes and delivers to the Trust and the Certificate Registrar an investment letter substantially in the form attached as Exhibit C.D. (d) The Depositor shall make available to the prospective transferor and transferee of a Certificate information requested to satisfy the requirements of paragraph (d) (4) of Rule 144A (the "Rule 144A Information"). The Rule 144A Information shall include any or all of the following items requested by the prospective transferee: (i) the private placement memorandum, if any, relating to the Certificates, and any amendments or supplements thereto; (ii) each statement delivered to Certificateholders pursuant to Section 5.2(b) on each Distribution Date preceding such request; and (iii) such other information as is reasonably available to the Owner Trustee in order to comply with requests for information pursuant to Rule 144A under the Securities Act. None of the Depositor, the Certificate Registrar or the Owner Trustee is under an obligation to register any Certificate under the Securities Act or any other securities law. (e) Upon surrender for registration of Transfer of any Certificate at the office or agency maintained pursuant to Section 3.9 and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like Class and aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.9. 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 Certificateholder or his attorney in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Certificate surrendered for registration of Transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Certificates. The preceding provisions of this Section 3.5 notwithstanding, the Owner Trustee shall not make and the Certificate Registrar need not register any Transfer or exchange of Certificates for a period of fifteen (15) days preceding any Distribution Date for any payment with respect to the Certificates.